BDT CAPITAL PARTNERS, LLC

BDT Capital Partners, LLC (the “Adviser”) is a Delaware limited liability company founded in 2012. The Adviser is a subsidiary of BDT & MSD Holdings, L.P. (“BDT & MSD Holdings”) and BDTP GP, LLC and is registered as an investment adviser with the SEC. For purposes of this Brochure, the term “Adviser” may include (where context permits) affiliated general partners of the Clients (as defined below), relying advisers and other affiliates that may provide advisory, management or other services to the Clients. The Adviser is an affiliate of MSD Partners, L.P. (“MSD Partners”) and BDT & MSD BDC Management, LLC (“BDC Management”), each an SEC-registered investment adviser, and MSD Real Estate Management, LLC (“MSD Real Estate Management”), a relying adviser of MSD Partners. Except where otherwise noted, references herein to the Adviser do not include MSD Partners, BDC Management, MSD Real Estate Management or any general partner, managing member or similar entity with respect to clients of MSD Partners or MSD Real Estate Management. The Adviser provides investment management services to investment vehicles (each a “Client” and collectively the “Clients”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). Client investments will be made in privately-held or publicly-traded companies and are likely to include minority investments and control stakes, opportunistic investments in public and private debt, equity, hybrid securities, options and warrants, growth-stage investments as well as participating in “going private” transactions. In accordance with the Clients’ respective investment objectives, investments also include those made in family, founder and entrepreneur-controlled companies across a broad range of industries and geographic regions. The Adviser’s investment advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Clients, managing and monitoring the performance of such investments and disposing of such investments. The Adviser serves as the investment adviser or general partner to the Clients in order to provide such services. The Adviser provides investment management services to each Client in accordance with the limited partnership agreement (or analogous organizational document) of such Client and the separate investment management agreement (or analogous agreement) between the Adviser and such Client (each, a “Management Agreement”). Investment advice is provided directly to the Clients, subject to the discretion and control of each Client’s general partner, where applicable, and not individually to the limited partners or members (hereinafter together referred to collectively as “investors”) in the Clients. Investment restrictions for the Clients, including investment objectives and guidelines, if any, are set forth in each Client’s organizational documents, which could include, but are not limited to, the applicable private placement memorandum (or equivalent disclosure document), limited partnership agreement, limited liability company agreement, Management Agreement or side letter (such documents collectively, “Organizational Documents”). All discussions of the Clients in this Brochure – including, but not limited to, their investments, the strategies used in managing the Clients, associated fees and costs, the risks associated with investments and conflicts faced by the Adviser in connection with managing the Clients – are

qualified in their entirety by reference to each Client’s respective Organizational Documents. All discussions in this Brochure reflecting “including” signify items including, but not limited to the subsequent description or examples provided. Moreover, the Adviser has and will enter into agreements, such as side letters, with certain investors that in certain cases will provide for terms of investment or access to information that are more favorable than the terms provided to other investors of the same Clients. The Adviser also provides advisory and support services in connection with the Oceans Catalyst Fund, pursuant to which it evaluates various investments that focus on preserving and supporting a sustainable ocean economy. The Oceans Catalyst Fund is administered and managed by ImpactAssets, Inc., a third-party 501(c)(3) public charity. As of December 31, 2025, the Adviser manages a total of $51,515,270,131 of client assets, which includes uncalled commitments, co-investment amounts and undistributed capital that has been redeployed, all of which is managed on a discretionary basis.

The Adviser generally receives Management Fees and Carried Interest (each as defined below) from a Client. A Client and/or its portfolio companies also typically reimburse the Adviser for certain expenses and/or make other payments to the Adviser for services provided to the Client and/or its portfolio companies. Additionally, consistent with the Organizational Documents of a Client, the Client typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to the Client and/or the portfolio companies. Further details about certain common fees and expenses are set forth below. Management Fees As compensation for investment management services rendered to certain of the Clients, the Adviser receives a management fee (a “Management Fee”) which is calculated by a certain formula based on committed capital, called capital and/or remaining invested capital with respect to such Client, as set forth in the applicable Client’s Organizational Documents. Management Fees paid by a Client may also be reduced by other fees or compensation received by the Adviser or its affiliates that relate to such Client’s activities and investments, or by certain excess organizational or other expenses borne by such Client, as described in more detail below. Management Fees paid by a Client, where applicable, are borne by investors in such Client, subject to certain exceptions for investors affiliated with the general partner or the Adviser and as otherwise set forth in the Client’s Organizational Documents. For example, certain investors in the Clients that are affiliates of the Adviser, including partners, officers, managing directors, principals, vice presidents and certain other personnel of the Adviser (collectively, the “Adviser principals”), which, for the avoidance of doubt, also includes any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles, generally will not pay Management Fees or Carried Interest; however, they will pay for their pro rata share of certain Client expenses. Management Fees billed to and received from the Clients are due as set forth in the Organizational Documents or as otherwise deemed appropriate by the applicable general partner; provided, that in no event shall the Management Fees be paid to the Adviser six months or more in advance. Upon termination of a Management Agreement, Management Fees that have been prepaid generally will be returned on a prorated basis. In the event a Client’s term is extended, the Adviser is typically permitted, subject to any requirements in the Organizational Documents and agreements with investors, to charge Management Fees during such extension. The precise amount of, and the manner and calculation of, the Management Fee for each Client are established by the Adviser and are set forth in such Client’s Organizational Documents and/or other documentation received by each investor prior to the investment in such Client. Fees differ from one Client to another, as well as among investors in the same Client which could be based on factors such as their relative capital commitments, the timing of such capital commitments, or affiliation with the Adviser, and, to the extent permitted by applicable law, may not be disclosed to other investors in the same Client. The fee structures described herein may be modified. In addition, the Adviser may enter into economic and/or other fee sharing arrangements with respect to one or more Clients and/or certain investors thereof, the rights of which will not generally be made available to other limited partners. As further specified in the Organizational Documents, from the management fee commencement date of the relevant Client until a date specified in the Organizational

Documents (the “Adjustment Date”), Management Fees generally will be charged based on a formula tied to such Client’s aggregate commitments and aggregate capital contributions. After the Adjustment Date, Management Fees generally will be charged and calculated based on a formula tied to (i) the relevant limited partner’s commitment to the Client and aggregate capital contributions or (ii) the net cost basis of the Client’s aggregate investment(s) that have not been disposed of (not including any investments the fair value of which have been permanently reduced to zero (such excluded investments, the “Impaired Value Investments”)). Due to differences in the criteria set forth in their respective Organizational Documents, in the event where more than one Client participates in such investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Client’s Organizational Documents but not those of one or more other Clients. “Net cost basis” is the amount of capital invested in each investment by the Client from any source, including called capital, Client-level borrowings and recycled capital, less amounts representing a return of such capital from the disposition of such investment. Note the net cost basis of each investment may be higher or lower than the fair value. For the avoidance of doubt, net cost basis is not adjusted for capital usage fees. Where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Adjustment Date Management Fees will not be calculated based upon such appreciated value, and instead will be calculated in accordance with relevant Clients’ Organizational Documents. As a result, and as is generally the case for private equity funds, the amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Client, including following the relevant Adjustment Date, and will not be reduced in connection with any write downs (whether temporary or permanent) or write offs except in the case of Impaired Value Investments. Except where the Organizational Documents expressly provide to the contrary, Management Fees will be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions or in circumstances where one or more other Client(s) divest their respective investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Client’s interest therein, and even in cases where the value of the Client’s investment or the Client’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Adjustment Date Management Fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees and expenses paid to third parties, the Adviser or its affiliates. The Adviser and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Management Fees will be calculated. These incentives run counter to the Adviser’s incentives to reduce the amount of fees, expenses and costs borne by the Clients’ investments in light of the effect of these amounts on the Clients’ carried interest calculations. The Organizational Documents set forth the full list of terms under which Management Fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Management Fee rate in the Organizational Documents until they are reduced in the circumstances and on the date(s) specified therein.

Other Fees Fees Payable by the Portfolio Companies or their Affiliates The Adviser’s broker-dealer affiliates perform advisory, transaction-related, financial advisory and other services (“Related Services”) for, and receives fees from, actual or prospective portfolio companies, the Adviser other affiliates, and other investment vehicles of the Clients (including co-investment vehicles), including fees in connection with structuring investments in such portfolio companies, providing IPO advisory services and acting as an underwriter in an IPO syndicate, mergers, acquisitions, add-on acquisitions, refinancings, private placements, public offerings, sales, divestments or other dispositions and similar transactions with respect to such portfolio companies. These fees may be substantial. Although these fees are distinct from and in addition to the Management Fee, they are not borne directly by the investors. The Adviser may in some circumstances negotiate on behalf of a Client the receipt of, or arrange for a portfolio company to credit a Client with, a capital usage fee or similar payment. Capital usage fees are paid by portfolio companies for the use of the Clients’ capital in connection with the investment. The amount, manner and disclosure of such credited fees are set forth in the Organizational Documents of the applicable Client or investment documents of a portfolio company. As a matter of practice, if co-investors invest (directly or indirectly) in a portfolio company alongside a Client, the Adviser’s broker-dealer affiliate is separately paid a placement agent fee from or with respect to such co-investment. Adviser personnel may also serve on the boards of portfolio companies. For purposes of this Brochure, references to Adviser personnel shall include personnel associated with MSD Partners and its advisory affiliates that provide services to the Adviser, its Clients or the Adviser’s affiliates. The Adviser or its personnel, on behalf of the Adviser, may receive stock of a portfolio company as compensation for services provided to such portfolio company. In the event of such a distribution or receipt of stock for such services, the recipients may act in their own interest with respect to the shares of securities and may determine to sell the distributed securities or hold on to the distributed securities for such time as such recipient shall determine in its sole discretion. The ability of such recipients to act in their own interest with respect to such distributed shares creates a conflict of interest between the Adviser, as an adviser to the Client, and its related persons, on the one hand, and the Client because the recipient’s interest may not be aligned with those of the Clients and the recipient may determine to sell the stock received at a different time, or on different terms, than the Client would sell its interest. For information on the Adviser’s practice related to the receipt of stock of a portfolio company due to the service of an employee of the Adviser on the board of such portfolio company, please see Item 11 below. In many cases with respect to the implementation of the arrangements described above, there is not an independent third-party involved on behalf of the relevant portfolio company and therefore such fees are not subject to a market comparison. Therefore, a conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company by virtue of the Adviser acting on behalf of both parties. The payment of such other fees and reimbursements (as described below) by portfolio companies and prospective portfolio companies will, in some, but not all, circumstances create a conflict of interest between the Adviser and its affiliates, and the Clients and their investors, because the amounts of these other fees and reimbursements are often substantial and the Clients and their investors generally do not have a direct interest in these fees and reimbursements. In instances where the Clients take a control position of a portfolio company, the Adviser determines the amount and timing of these other fees for the services provided and

Read the rest in the brochure

The specific methods of analysis and investment strategies utilized by the Adviser’s Flagship Private Capital and Global Technology investment teams are described below. This should not be interpreted to limit in any way the Adviser’s investment activities. Furthermore, the Adviser reserves the right to pursue additional strategies in the future. Please also refer to the applicable Client’s Organizational Documents for additional information regarding the methods of analysis and investment strategies employed on behalf of each Client. Methods of Analysis The Adviser’s investment teams conduct due diligence when evaluating investment opportunities. Depending on the type of investment, due diligence may include evaluating certain financial, tax, accounting, environmental and legal issues and retaining outside consultants, legal advisors, and accountants in varying degrees. The investment teams rely on the following types of resources: information provided by the target and consultants, publicly available information, and any other information that the investment team deems relevant. The due diligence that the investment teams carry out with respect to any investment opportunity may not reveal or highlight all relevant facts necessary or helpful in evaluating such investment opportunity, and the evaluation will not necessarily result in the investment being successful. Moreover, the level of due diligence conducted with respect to each investment will vary and the investment teams may not assess properly the appropriate amount or areas of diligence for each investment. Notwithstanding the diligence that is conducted in connection with any investment, there can be no assurance that the investment teams will identify or review all risks or that the Adviser will be able to prevent investment losses. Investment Strategies and Related Risks Flagship Private Capital and Global Technology For its Flagship Private Capital and Global Technology strategies, the Adviser principally focuses on situations where the Adviser believes it can provide attractive capital solutions to family, founder and entrepreneur-controlled companies and the Clients are designed to help closely held companies achieve their liquidity, acquisition and growth objectives. For example, capital may be provided when family partners are buying equity from family members or investment partners, making a significant business acquisition, pursuing significant growth initiatives, taking a publicly traded business private, or de-leveraging a business to manage risk. The Flagship Private Capital strategy Clients (the “Flagship Clients”) seek to make opportunistic investments across a broad range of industries and geographic regions, with investment guidelines that provide structuring flexibility. The Global Technology strategy Client (the “Global Technology Client”) generally seeks to partner with growth-stage companies led by generational technology founders. The Adviser’s affiliated financial services business occasionally generates investment opportunities for the Clients. Client investments may be made in privately-held and publicly-traded companies and include minority investments and control stakes, opportunistic investments in public and private debt, equity, hybrid securities, options and warrants as well as participating in “going private” transactions. The Adviser anticipates that many of the Clients’ investments will be structured with a longer maturity profile than is typical of private equity benchmarks. The Adviser expects to commit to certain investments on behalf of one or more Flagship Clients with a maturity profile of seven to thirteen years or more and on behalf of the Global Technology Client with

a maturity of three to ten years or more. Actual holding periods may vary, with some investments likely held for shorter periods and others held for longer durations. Generally, the investment process for the Clients involves careful investment review and detailed due diligence, including an analysis of the competitive industry landscape, assessment of the management team and ownership structure, financial, accounting and tax review, legal and insurance due diligence and financial analysis. Throughout the entire evaluation process and prior to entering into any definitive agreement, transactions are reviewed and approved by the Adviser’s applicable investment committee. The Adviser’s investment committees meet regularly. For instance, the Flagship Funds investment committee meets on a weekly basis with ad hoc sessions as needed. The investment committees maintain a dialogue on investments, active deals, and the longer-term investment pipeline while participating in active monitoring, valuations and portfolio review sessions. The Adviser anticipates that private and public investments across a range of structured and unstructured (majority and minority positions) securities will comprise the Flagship Clients’ investment portfolios. The Adviser anticipates that most of the Global Technology Client’s investments will be in privately held technology companies headquartered in the United States and Europe. However, the Adviser will selectively consider investments in businesses domiciled in other parts of the world, given its Global Technology Client’s geographically diverse investor base and the reach of the firm. Impact and Charitable Advisory Services The Adviser also provides advisory and support services to the Oceans Catalyst Fund, pursuant to which it evaluates various investments that focus on preserving and supporting a sustainable ocean economy. The Adviser supports the operations of the Oceans Catalyst Fund, including supporting and facilitating communications and recommendations of the Oceans Catalyst Advisory Committee and sourcing, evaluating, and presenting appropriate investment opportunities, as well as conducting business due diligence on recommended investments. The Oceans Catalyst Fund is administered by a third-party 501(c)(3) public charity, which retains ultimate and exclusive legal authority and control over all distributions from and investments by from the fund. Risks All investments made by the Adviser on behalf of Clients risk the loss of capital. Set forth below are certain material risk factors applicable to all Clients and/or their investors. These risk factors do not purport to be a complete list or explanation of the risks involved in each Client. The Organizational Documents applicable to certain Clients include a more detailed summary of the material risks and the investment strategy for those Clients and should be read in conjunction with the risk factors identified below. As Clients’ respective strategies develop and evolve over time, an investment in a particular Client may be subject to additional and different risk factors than those described herein. Financial Market Fluctuations The Clients’ investment programs are intended to extend over a period of years, during which the business, economic, political, regulatory and technology environment within which the Clients operate may undergo substantial changes. General fluctuations in the market prices of securities may affect the value of the portfolio companies and instability in the securities markets will also likely increase the risks inherent in the portfolio companies. There can be no assurance that such economic and market conditions will be favorable in respect of both the investment and disposition activities of the Clients. The ability to realize investments held by the Clients depends not only on such investments and their historical results and prospects, but

also on political, market and economic conditions at the time of such realizations, which may include the introduction or removal of tariffs by the U.S. or other relevant governments. In the past, many private equity funds have looked to the public securities markets as a potential exit strategy and there can be no assurance that the Clients will be able to exit from their investments in portfolio companies by listing their shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable a Client to sell these securities when the Adviser believes it is most advantageous to do so. Volatility in the financial sector may have an adverse material effect on the ability of the Clients to buy, sell and partially dispose of their portfolio companies. The Clients may be adversely affected to the extent that they seek to dispose of any of their investments into an illiquid or volatile market, and a Client or the Adviser may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high yield debt market or otherwise access new sources of credit, including private lenders. The portfolio companies may depend on the availability of capital financed from third parties and to the extent such capital is not available, those of the portfolio companies that rely on such capital may be adversely impacted in a manner that they would not have been had they been able to access such capital. In addition, political measures taken in response to market practices or economic instability in the United States or abroad may have an adverse impact on the portfolio companies. In reaction to changing economic and market conditions, regulators in the United States and several other countries have undertaken in the past and may undertake in the future regulatory actions and implement other measures designed to support stability in the financial markets. Despite these efforts, global financial markets could become and remain extremely volatile. In addition, new regulations and any changes in the political environment could limit a Client’s or the Adviser’s activities and investment opportunities or change the functioning of capital markets. A deterioration of the global credit markets may make it more difficult for investment funds such as a Client to obtain favorable financing for investments. A widening of credit spreads, coupled with the deterioration of the sub-prime and global debt markets and a rise in interest rates, may dramatically reduce investor demand for high yield debt and senior bank debt, which in turn may lead some investment banks and other lenders to be unwilling to finance new credit investments or to only offer committed financing for these investments on unattractive terms. A Client’s ability to generate attractive investment returns may be adversely affected to the extent the Client is unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such marketplace events also may restrict the ability of a Client to realize its investments at favorable times or for favorable prices. Valuation of Assets To the extent described in a Client’s Organizational Documents, its general partner may be required to perform a valuation of Client assets outside the context of a negotiated third-party transaction involving a disposition of such assets. Since there is no actively traded market for most of the securities owned by the Clients, the general partners will apply a methodology based on their best judgment that is appropriate in light of the nature, facts and circumstance of the investments. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. To the extent that the

Read the rest in the brochure

The Adviser currently provides investment management services to the Clients. Investment advice is provided directly to the Clients (subject to the direction and control of the applicable general partner of each such Client) and not individually to investors in such Client. Interests in the Clients are offered pursuant to applicable exemptions from registration under the Securities Act and the Investment Company Act. Investors in the Clients are generally “qualified purchasers” as defined in the Investment Company Act, and may include, among others, high net worth individuals, personnel of the Adviser or its affiliates, institutions, corporations, insurance companies, foundations, endowments, family offices, sovereign wealth funds, limited partnerships and limited liability companies or other entities. The Adviser generally establishes minimum investment commitments for investors in Clients. The general partner of each Client may in its sole discretion permit investments below the minimum amounts set forth in the Organizational Documents of such Client. Investors with investment commitments below certain thresholds may incur Management Fees that are greater than the Management Fees paid by other investors.

For Clients subject to performance based fees as set forth in their Organizational Documents, generally, once a Client has distributed to its investors their funded commitments, exclusive of Management Fees, plus a return on their funded commitments as set forth in the Client’s Organizational Documents, a portion of the profits of the Client is distributed to its general partner, if any, as “carried interest” (the “Carried Interest”) in accordance with the Client’s Organizational Documents. Each general partner of a Client is a related person of the Adviser. Carried Interest paid by a Client, where applicable, is indirectly borne by investors in such Client who are not affiliated with the Adviser as outlined in the Client’s Organizational Documents. The payment by some, but not all, Clients of Carried Interest (for instance, certain coinvestment vehicles bear no Carried Interest) or the payment of Carried Interest at varying rates (including varying effective rates based on the past performance of a Client) creates an incentive for the Adviser to disproportionately allocate time, services or functions to Clients paying Carried Interest or Clients paying Carried Interest at a higher rate as well as allocate investment opportunities to such Clients. Generally, and except as may be otherwise set forth in the Organizational Documents of the Clients, this conflict is mitigated by (i) certain limitations on the ability of the Adviser to establish new investment funds, (ii) contractual provisions requiring certain Clients to purchase and sell investments contemporaneously and/or (iii) contractual provisions and procedures setting forth investment allocation requirements. In certain cases, a Client has in the past and may in the future distribute equity interests in a portfolio company or related entity in satisfaction of the general partner’s Carried Interest. If that is the case, the Adviser may have different incentives regarding the timing or manner of realization of an investment than if the Carried Interest had remained allocated within such Client structure. Please also see Item 11 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by the Adviser.

Related General Partners Various entities serve as general partners of the Clients, and the Adviser serves as the manager of such general partners. For a description of material conflicts of interest created by the relationship among the Adviser and the general partners, as well as a description of how such conflicts are addressed, please see Item 11 below. Other Related Entities See Item 11 below for a description of material conflicts of interest created by the Adviser’s relationship with the following other related entities, how such conflicts are handled as well as additional information on rates charged by Service Providers. BDT & MSD Partners, LLC BDT & MSD Partners, LLC (“BDT & MSD”) shares the same ultimate beneficial owners with the Adviser and is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”). BDT & MSD’s primary business is to provide financial services to closely-held public and private companies and their principals and affiliates worldwide. In the United States, BDT & MSD generally will act as placement agent for the Clients. Certain Adviser principals and personnel are registered representatives or registered principals of BDT & MSD. MSD Partners, L.P. The Adviser is affiliated with MSD Partners, a Delaware limited partnership that was founded in 2009 and serves as investment manager to certain clients that primarily make credit, real estate, and, prior to the merger, private capital investments. MSD Partners is a registered investment adviser with the SEC. The Adviser is affiliated with MSD Real Estate Management, a Delaware limited liability company that was founded in 2018 and serves as investment manager to certain clients that primarily engage in acquiring, owning and operating real estate equity investments. MSD Real Estate Management is a relying adviser of MSD Partners, relying upon MSD Partners’ investment adviser registration with the SEC. BDT & MSD BDC Management, LLC The Adviser is affiliated with BDC Management, which is a limited liability company that was formed to serve as the investment manager to certain Investment Company Act clients. BDC Management is a wholly-owned subsidiary of BDT & MSD Holdings and registered as an investment adviser with the SEC. BDT & MSD Europe S.à r.l. BDT & MSD Europe S.à r.l. (“BDT & MSD Luxembourg”) is a Luxembourg private limited liability company. BDT & MSD Luxembourg shares the same ultimate beneficial owners as the Adviser.

BDT & MSD Partners Europe GmbH BDT & MSD Partners Europe GmbH (“BDT & MSD Germany”) is a German limited company authorized by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) under firm reference number 155370. BDT & MSD Germany is regulated by both BaFin and the German Federal Bank (Deutsche Bundesbank, “Bundesbank”). BDT & MSD Germany shares the same ultimate beneficial owners as the Adviser. BDT & MSD Partners International, LLP BDT & MSD Partners International, LLP (“BDT & MSD UK”) is an affiliated UK MIFIDPRU firm authorized and regulated by the UK Financial Conduct Authority under firm reference number 731456. BDT & MSD UK shares the same ultimate beneficial owners as the Adviser. BDT & MSD Partners International, LLP – Dubai Branch BDT & MSD Partners International, LLP – Dubai Branch (“BDT & MSD UAE”) is a branch of BDT & MSD UK and is an authorized firm regulated by the Dubai Financial Services Authority (“DFSA”) with DFSA Firm Reference No. F008685. BDT & MSD Switzerland GmbH BDT & MSD Partners Switzerland GmbH (“BDT & MSD Switzerland”) is a Swiss limited company. BDT & MSD Switzerland shares the same ultimate beneficial owners as the Adviser. Investors Life Insurance Company of North America MSD Partners acts as the principal investment adviser with respect to substantially all of the invested and investable assets of the general account or other accounts of ILINA (each, an “ILINA Account” and collectively, the “ILINA Accounts”). ILINA is under common control with the Adviser. Each ILINA Account could, and likely will, invest in different assets and perform differently than other ILINA Accounts and other Clients, due to (i) timing of the ILINA Accounts initial deployment; (ii) yield requirements and other requirements of each ILINA Account; (iii) the investment guidelines applicable to the ILINA Accounts; and (iv) legal and other insurance regulatory requirements applicable to the ILINA Accounts. Due to the affiliation with ILINA, the Adviser or its affiliates could have an incentive to favor the ILINA Accounts, including with respect to the allocation of investment opportunities. To mitigate this conflict, the allocation of investment opportunities for the ILINA Accounts is subject to their individual investment guidelines and the Adviser’s Allocation Policy. See Item 11 “Allocation of Investment Opportunities Among Clients” for additional information on investment allocations. MSD Admin Services, LLC MSD Admin Services, LLC (“MSD Admin”), a Delaware limited liability company, is an affiliate of the Adviser that provides loan agent services with respect to certain loans held by MSD Partners’ clients and may be compensated by the borrower for such services. Any fees paid or retained by MSD Admin for servicing are at “arms-length” rates or terms and not offset

against advisory fees. See “Service Providers” below for additional information on rates charged by such Service Providers. MSD Admin generally will retain a third party to act as subservicer and perform day-to-day servicing responsibilities, including directing payments to and from the borrower. MSD Real Estate Partners, L.P. and MSD Real Estate Management The Adviser is affiliated with MSD Real Estate Partners, L.P. (“MSD Real Estate”), which is a partnership that was formed by certain partners of MSD Partners’ real estate equity team. MSD Real Estate is primarily engaged in acquiring, owning and operating real estate equity investments and conducts its investment advisory activity through its wholly owned subsidiary, MSD Real Estate Management, which serves as investment manager to certain real estate clients. MSD Real Estate Management is a wholly-owned subsidiary of BDT & MSD Holdings and is a relying adviser of MSD Partners, relying upon MSD Partners’ investment adviser registration with the SEC. BDT & MSD Co-CEO Co-Chief Executive Officer of the Adviser’s parent company, BDT & MSD Holdings, Gregg R. Lemkau (“BDT & MSD Co-CEO”), serves as a member of the Board of Directors of BlackRock, Inc. (“BlackRock”). BlackRock is a leading global provider of investment, advisory, and risk management solutions. From time to time, the Adviser may source investments from BlackRock and/or its affiliates. Any such investments will be made on an arm’s-length basis. Services Agreement with DFO Management DFO Management, LLC (“DFO”) is the family investment office of the Dell Technologies Founder, Chairman and CEO Michael Dell and his family. Pursuant to an agreement between the Adviser and DFO, each party to the agreement and certain of its personnel provide services and support to the other. Such services and support are generally provided on a cost basis. Those Adviser personnel who provide services to DFO, or to multiple Clients, will have a conflict in allocating their time and services. See “Management of the Clients” and “Multiple Clients” for additional information.

Code of Ethics The Adviser has adopted a written Code of Ethics that is applicable to every Adviser principal and employee as well as every natural person (whether or not an employee of the Adviser) who is subject to the Adviser’s supervision and control who (i) has access to nonpublic information regarding a Client’s purchase or sale of securities, (ii) is involved in making securities recommendations to a Client, or (iii) has access to securities recommendations to a Client that are nonpublic. The Code of Ethics, which is designed to comply with Rule 204A-1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Adviser personnel and their families and households are permitted to purchase investments for their own accounts, including the same investments as may be purchased or sold for a Client, subject to the terms of the Code of Ethics. Under the Code of Ethics, Adviser personnel are required to file certain periodic reports with the Adviser’s Compliance Officer (“CCO”) and to annually certify compliance with the Code of Ethics. Adviser personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with the Adviser on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Clients or the expenses borne thereby. A copy of the Code of Ethics is available to any client or prospective client upon written request to: compliance@bdtmsd.com. Participation or Interest in Client Transactions The Adviser and certain Adviser principals and other personnel as well as affiliates of the Adviser are permitted to invest in the Clients, either through the general partners, as direct investors in the Clients or otherwise. A Client or its general partner, as applicable, may reduce all or a portion of the Management Fee and Carried Interest related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential or current investors in a Client (including purchasers of an investor’s interests in a secondary transaction) or a co-investment opportunity (see below) ask different questions and request different information, the Adviser will, in certain cases, provide certain information to one or more prospective or current investors that it does not provide to all of the prospective investors or current investors. In addition, the primary beneficiary of DFO Management, who is an investor in Clients and also an indirect minority owner of the Adviser, has in the past and will in the future be given access to certain information not available to

other Client investors, and such investor has and expects to participate as an observer in Adviser investment committee meetings. Similarly, DFO Management employees, who are subject to the Code of Ethics, have in the past and will in the future be given access to certain information not available to other Client investors. Certain Conflicts of Interest The Adviser and its affiliates engage in a range of financial services activities, including investment activities for their own accounts. In the ordinary course of conducting its activities, the interests of a Client may conflict with the interests of the Adviser, other Clients or their respective affiliates. Certain of these conflicts of interest, as well as a description of how the Adviser addresses such conflicts of interest, can be found below. Others are disclosed throughout this Brochure, including in Item 6 with respect to performance fees, and/or in each Clients Organizational Documents. In accordance with a Client’s Organizational Documents, the Adviser has in the past and may, in the future, establish certain investment vehicles through which certain personnel of the Adviser or its affiliates, certain business associates, or other persons invest alongside one or more Clients. See “Allocation of Co-Investment Opportunities” for additional information on the conflicts relating to these types of investments. In addition, the Adviser, its affiliates, Adviser principals, officers and other personnel of the Adviser (including, for the avoidance of doubt, proprietary investment vehicles owned by the Adviser and/or its affiliates) may make proprietary investments in portfolio companies that are held by the Clients, or that are offered to and/or evaluated by but rejected by Clients, which may include investments that are insufficiently sized or inappropriate for the Clients based on their mandates, among other rationales. See “Conflicts Relating to the General Partner and the Adviser” for additional information on the conflicts relating to these types of investments. Resolution of Conflicts In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion subject to the Clients’ Organizational Documents. In resolving conflicts, the Adviser will consider various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: •

A Client will not make an investment unless the Adviser believes that such investment is an appropriate investment considered from the viewpoint of such Client;

•

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the relevant Organizational Documents for the Clients;

•

Consultation with a Client Advisory Committee, where applicable. A Client Advisory Committee may be a Client Advisory Committee for multiple Clients. Such a Committee consists of representatives of investors not affiliated with the Adviser. These Client Advisory Committees meet as required to consult with the Adviser as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith discretion;

•

The Adviser has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest;

•

Where the Adviser deems appropriate, unaffiliated third parties are used to help resolve conflicts, such as the use of an independent third party to opine as to the fairness of a purchase or sale price; and

•

Prior to subscribing for interests in a Client, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Client.

In addition, certain provisions of a Client’s Organizational Documents are designed to protect the interests of investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Client and its ability to achieve its investment objectives. While the Adviser endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that the Adviser will identify or resolve all conflicts in a manner that is favorable to the Clients and the Clients’ investors are not entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Conflicts The material conflicts of interest encountered by a Client include those discussed below. Other material conflicts are disclosed throughout this Brochure, including in Item 6 with respect to performance fees, and/or in a Client’s Organizational Documents. Warehousing Investments In certain circumstances, the Adviser will cause a Client to purchase from another entity, which may be an affiliated entity, a portfolio investment that was initially acquired (“warehoused”) by such entity prior to the first closing of the Client. Any such warehoused investments are expected to be acquired from the warehousing party for the cost to the warehousing party, as applicable, of such warehoused investment, including any fees and expenses related thereto (including any costs of borrowing or interest attributable thereto) as determined by the warehousing party, and taking into account the impact of any currency fluctuations as determined by the warehousing party, plus an interest charge thereon determined by such warehousing party. Allocation of Investment Opportunities Among Clients The Adviser manages investments on behalf of a number of Clients. Certain Clients (including predecessor and successor funds) have, or are expected to have, investment programs that are the same as, similar to or which otherwise overlap with the investment program of certain other Clients, co-investors, clients of its affiliated advisers, and other persons (including, for example, individuals and entities that wish to make direct investments (i.e., not through an

Read the rest in the brochure

Execution Quality The Adviser has full discretionary authority to manage its Clients, including the authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the counterparties used to execute such transactions, and commissions or markups and markdowns paid. The Adviser’s authority is limited by its own internal policies and procedures, each Client’s investment guidelines and the duty to seek best execution for its Clients. The determinative factor is not always the lowest possible per security price or commission, but whether the transaction represents the best qualitative and quantitative execution for the Client. The Adviser considers the following factors in selecting brokers for portfolio transactions: (i)

the comfort level with the counterparty, which include, but is not limited to the counterparty’s market familiarity/expertise, reliability/responsiveness, integrity/confidentiality, quality of executions, research capability, financial reasonability and condition, and

(ii)

transaction specific factors, which include, but is not limited to, best price, commission/costs of a trade, market access/ability, financing terms, trade settlement, ability to handle high volume transactions, and willingness to commit capital.

The Adviser is not required to weigh any of these factors equally. The commission rates (or dealer markups and markdowns) charged to the Clients by counterparties in the foregoing circumstances may be higher than those charged by other counterparties who may not offer such services. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Adviser nor the Clients separately compensate any broker or dealer for any of the other services that they provide to the Adviser or the Clients, although it may choose to do so in any given circumstance for relationship or regulatory reasons, among other things. In addition, in the ordinary course of business, the Adviser may and will utilize broker-dealers, or enter into joint ventures or other counterparty relationships with entities, that employ friends or family members of the Adviser, including individuals who have personal relationships with those who make investment or execution decisions on behalf of the Adviser’s Clients and may benefit, directly or indirectly, from such brokerage business or other business relationships. Brokerage for Client Referrals Neither the Adviser nor any related person receives Client referrals from any broker-dealer or third-party. The Adviser or the Clients it advises may be introduced to potential investors by its prime brokers and receive other benefits from its prime brokers. In addition, the Adviser may receive similar benefits from other broker-dealers or counterparties it transacts with. Currently, neither the Adviser nor its Clients compensate such third-party brokers (other than as described in Item

14 below) for introducing the Adviser or its Clients to any potential investors. Such introductions and other products or services that the Adviser receives can present a potential conflict of interest to the extent that the Adviser uses such brokers in connection with brokerage or other activities on behalf of its Clients. However, the Adviser considers a number of factors in attempting to satisfy its fiduciary obligation to seek best execution for its Clients’ securities transactions. Order Aggregation If the Adviser determines that the purchase or sale of the same security is in the best interest of more than one Client, the Adviser could, but is not obligated to, aggregate orders in order to reduce transaction costs. When an aggregated order is filled through multiple trades at different prices from the same time period within a trade day, each participating Client will receive the average price with transaction costs allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by the Adviser. In the event of a partial fill, allocations generally will be made pro rata based on the initial order, but could be modified on a basis that the Adviser deems to be appropriate, including, for example, in order to avoid “odd-lot” positions or de minimis allocations. This could result in allocations of certain investments on other than a pro rata basis. See Item 11 for additional information on investment allocations. Trade Errors The Adviser will not be responsible for any losses from any trade errors made by it, in respect of Client investments, except to the extent it is liable pursuant to the applicable Organizational Documents of such Clients. Trade errors might include, for example, keystroke errors that occur when entering trades into an electronic system or typographical or drafting errors that result in purchases or sales of the wrong instrument, the wrong quantity of an instrument, or in violation of a regulatory or contractual obligation. Investors should assume that trade errors (or similar errors or deviations from accuracy or correctness in the trade process) will occur and that the Adviser will not be responsible for any resulting losses, unless it breached its standard of care as set out in applicable laws or regulations as well as the applicable Organizational Documents of the respective Client. To the extent there are any gains from any trade errors, such gains will be retained by the applicable Client(s).

For details regarding economic benefits provided to the Adviser by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. In addition, the Adviser and its affiliates may, in certain instances, receive discounts or products and services provided by portfolio companies of Clients, clients of the Adviser’s affiliates and/or the customers or suppliers of such portfolio companies.

There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of the Adviser’s advisory business or the integrity of the Adviser’s management.

Oversight and Monitoring The investment portfolios of the Clients are substantially private, illiquid and long-term in nature, and accordingly the Adviser’s review of them is not directed toward a short-term decision to dispose of securities. However, the Adviser closely monitors the portfolio companies of the Clients and generally maintains an ongoing oversight position in such portfolio companies. The portfolios are reviewed by a team composed of Adviser principals and other investment professionals on an on-going basis. The team provides reports to the Adviser’s investment committees on a quarterly basis and will provide interim reports if a material change in a particular investment occurs. Reporting Investors in the Clients typically receive a copy of audited financial statements of the relevant Client within 120 days after the fiscal year end of such Client, as well as quarterly financial reports after each fiscal quarter end. The Adviser and the applicable general partner will in their sole discretion, provide additional information relating to such Client to one or more investors in such Client as they deem appropriate. In addition to the general Client reporting, the Adviser expects to provide certain investors with additional or more frequent information that other investors will not receive (e.g., under a side letter or in response to diligence or other requests).

Certain Clients are required to undergo an annual audit of their financial statements to comply with certain exemptions set forth in Rule 206(4)-2 of the Advisers Act. To the extent a Client does not have its financial statements audited on an annual basis and instead, is subject to a surprise examination of its assets, the assets of such Client are held by one or more custodial banks or broker-dealers, and such custodial banks or broker-dealers send account statements to investors in such Client. The investors in such Clients should compare the account statement received from the custodial bank or broker-dealer to account statements the Adviser delivers to them.

Investment advice is provided directly to the Clients, subject to the direction and control of the general partner of each Client, and not individually to the investors in the Clients. Services are provided to the Clients in accordance with the Management Agreements with the Clients and/or Organizational Documents of the applicable Client. Investment restrictions for the Clients, if any, are generally established in the Organizational Documents of the applicable Client.

The Adviser has established written policies and procedures setting forth the principles and procedures by which the Adviser votes or gives consent with respect to securities owned by the Clients. The Adviser votes in the best interests of each Client taking into account the relevant Client’s investment horizon, the contractual obligations under the relevant Management Agreements or comparable documents, and all other relevant facts and circumstances at the time of the vote. The Adviser does not permit voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders. However, the Adviser reserves the right to abstain on any particular vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Adviser’s partnership committee or the relevant Adviser investment professional, the costs associated with voting on such issue outweigh the benefits to the relevant Clients or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Clients. Clients generally cannot direct how the Adviser votes. All voting decisions initially are referred to the applicable portfolio managers, deal teams or their designees. In most cases, the portfolio managers, deal teams or their designees will make the decision as to the appropriate vote for any particular issue. In making such decision, he or she may rely on any of the information and/or research available to him or her. All voting decisions require a mandatory conflicts of interest review by the Adviser’s Legal Department, which will include consideration of whether the Adviser, any investment professional or other person recommending how to vote, any affiliate of the Adviser or client has an interest in the vote that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to voting in accordance with the principles set forth above, the first priority being to act in the best interest of the relevant Clients. The Adviser’s Legal Department will use its best judgment to address any such conflict of interest and ensure that it is resolved in accordance with its independent assessment of the best interests of the Clients. Where the Adviser’s Legal Department deems appropriate in its sole discretion, unaffiliated third parties may be used to help resolve conflicts. In this regard, the Adviser’s Legal Department shall have the power to retain independent fiduciaries, consultants, or professionals to assist with voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants or professionals. In the event that the Adviser’s Legal Department retains independent fiduciaries, consultants or professionals to assist with voting decisions and/or delegates such voting or consent power to such fiduciaries, consultants or professionals, the Adviser’s Legal Department will follow the procedures below regarding third party accountability to the Clients: •

Ascertain whether the third party has the capacity and competency to adequately analyze proxy and other voting issues, including the adequacy of the third party’s personnel and policies and procedures with regard to identifying and addressing conflicts of interest;

•

Adopt ongoing oversight policies of the third party to ensure that, where delegated, the third party continues to vote proxies in the best interest of the Clients;

•

Determine that the third party has the capacity and competency to adequately analyze proxy and other voting issues by providing materially accurate information.

Copies of relevant proxy logs, identifying how proxies were voted in connection with a Client and copies of proxy voting policies are available to any client or prospective client upon written request to: compliance@bdtmsd.com.

ITEM 18 FINANCIAL INFORMATION

ITEM 19 REQUIREMENTS FOR STATE-REGISTERED ADVISERS