Cornell Capital

Description of Firm and Principal Owners. Cornell Capital LLC, a Delaware limited liability company, is a privately-held investment adviser founded in 2013 and indirectly wholly owned by its Chief Executive Officer, Henry Cornell. Cornell Capital HK Limited, a company incorporated in Hong Kong, is a relying adviser of Cornell Capital LLC. References to “Cornell” or “the Firm” herein include Cornell Capital LLC, Cornell Capital HK Limited and their respective affiliates, which are all operated as a single advisory business.

B.

Description of Advisory Services. Cornell provides and is expected to continue to provide investment advisory services to closed-end, private equity, and privately-placed limited partnerships (referred to below, “Private Funds” or a “Fund”). Each Fund, depending on the investment mandate, may invest in a single portfolio company or multiple portfolio companies. The Private Funds may be structured as limited partnerships organized domestically or offshore. Investment advisory services provided by Cornell are provided directly to each Private Fund and not individually to the investors of the Private Fund. Cornell has also established certain co-investment vehicles, which may, to the extent available and at the discretion of Cornell, offer co-investment opportunities alongside other Funds. Cornell has affiliated general partners for several Private Funds. Cornell serves as the investment adviser with discretionary authority to implement investment decisions for the Private Funds. Cornell’s investment decisions and advice with respect to the Private Funds are in accordance with the investment objectives and restrictions set forth in the constituent documents of each Private Fund. The investors in the Funds may not direct investments by the Funds, and except in limited circumstances, investors are not permitted to withdraw from a Fund prior to completion of such Fund’s winding up.

C.

Tailoring Advisory Services to Individual Needs. Cornell tailors its advisory services to the Private Funds as set forth in the constituent documents associated with each Private Fund. Investment advice is provided directly to each Private Fund and not individually to investors in the Private Funds.

D.

Wrap Fee Programs. Cornell does not participate in wrap fee programs.

E.

Regulatory Assets Under Management. As of December 31, 2025, Cornell had $5,380,768,988 in discretionary regulatory assets under management.

The applicable fees for each Private Fund are disclosed to investors in the constituent documents of each Private Fund. The Firm or its designee is generally entitled to receive a management fee payable quarterly by the applicable Private Fund with respect to each of the Private Fund’s investors (other than any affiliated investor or as described below). The general partners of the Private Funds (the “General Partners”) generally receive or will receive a “carried interest” or incentive allocation, in each case, from the Private Fund with respect to such Private Fund’s investors (other than any affiliated investor or as described below). Incentive allocations are typically measured as a percentage of the profits of a Private Fund and are determined separately for each Private Fund at a rate generally consistent with industry standards.

B.

As more fully described in the constituent documents for each Private Fund, management fees are generally payable to Cornell quarterly in advance with fees payable on a pro-rata basis for any period that is less than a full quarterly period. The investment advisory agreement and other constituent documents generally provide for a management fee commencing on the investment date or closing date, which is initially based on a percentage of the aggregate capital commitments of the relevant Private Fund until the earlier of (a) the end of the investment period of the Private Fund and (b) activation of a successor to the Private Fund, as described in the constituent documents. Thereafter, until the final liquidating distribution of the Private Fund, a management fee is generally calculated as a percentage of the actively invested capital of the Private Fund, which is defined in each Fund’s constituent documents and generally means the aggregate amount of invested capital in fund investments that remain unrealized, as reduced by the cost basis of any investment (or portion thereof) that has been realized and/or by any notional loss (as defined in the relevant agreement). Because management fees are paid quarterly in advance and calculated as of the first day of each quarter, a transition from charging on aggregate capital commitments to actively invested capital occurring mid-quarter will not result in any refund or recalculation of fees already paid. The new fee base will take effect beginning with the first day of the following quarter. All management fees are determined separately for each Private Fund at a rate generally consistent with industry standards. Cornell may, in its sole discretion, permit investors who are employees, “friends and family” or Cornell personnel to invest in a Private Fund without being subject to the management fee or the carried interest. In addition, certain investors may be entitled to invest on a waived, reduced, or otherwise more favorable management fee and/or carried interest basis pursuant to certain Side Letters (as defined below) entered into by Cornell with such investors. As more fully described in the constituent documents for each Private Fund, Cornell, the relevant General Partner, the relevant investment manager and/or their respective affiliates or employees expect to receive (i) fees or amounts paid by any third party in connection with the acquisition, termination, cancellation or abandonment of any Private Fund investment or proposed investment that is ultimately not consummated, including any transaction, closing, advisory, “break-up” or “topping” fees and (ii) fees paid by a portfolio company or any affiliate of a portfolio company, including any monitoring fees, advisory fees, director’s fees or consultant fees (clauses (i) and (ii), “Transaction Fees”). Additionally, as more fully described in the constituent documents for each Private Fund, Cornell and/or the General Partner of the applicable Private Fund and/or their respective affiliates or employees are generally authorized to and expect to receive certain other fees (“Other Fees”) including, without limitation, (i) reimbursements for out-of-pocket expenses incurred in connection with providing the services

in respect of which any Transaction Fees were paid, (ii) amounts received in connection with coinvestments (such as management fees, carried interest, expense reimbursements, commitment fees, transaction fees, accounting or administration fees, and other similar fees related thereto), (iii) compensation for serving as a senior advisor to Cornell, a Private Fund, the manager of a Private Fund or any portfolio company of a Private Fund, (iv) interest received in connection with advancing funds to a Private Fund and (v) fees received by a person other than Cornell, a Private Fund, the manager of a Private Fund or any portfolio company, including fees received by certain co-investors. Management fees that certain Private Funds would otherwise be required to pay in any given quarter are typically offset by the Private Fund’s allocable share of Transaction Fees received by Cornell or another affiliated person (but, for the avoidance of doubt, not by the amount of any Other Fees), as set forth in such Private Fund’s constituent documents. The portion of any Transaction Fee allocable to a Private Fund for purposes of calculating the management fee offset is determined based on such Private Fund’s pro-rata ownership percentage in the relevant portfolio company. Because portfolio companies in which a Fund invests generally have equity holders other than the Fund—including management shareholders and outside co-investors who participate either through or outside of Cornell’s advised co-investment vehicles—the Transaction Fee allocable to the Fund for calculating the offset will reflect only the Fund’s proportionate share of the overall ownership of the portfolio company, not the full Transaction Fee earned. If, after giving effect to any such reduction in the management fee amount for any quarterly period, any portion of such other fees for such quarterly period remains unapplied, such portion will be applied to reduce the management fee amounts for subsequent quarterly periods. Incentive allocations are assessed periodically, typically after the receipt by the Private Funds of proceeds from a portfolio investment, and are paid out of cash otherwise distributable to Private Fund investors. C.

The applicable expenses for each Private Fund are disclosed to investors in the constituent documents for the relevant private offering and the governing agreements of each Private Fund. Those expenses will vary by Private Fund, but will typically include, without limitation:

all fees, costs and expenses of organizing the Fund, including the fees, costs and expenses incurred by the Fund, the General Partner or any affiliate of the General Partner in connection with the offer, sale, marketing and private placement of the limited partner interests in the Fund (including all legal fees, costs and expenses, fees, costs, and expenses incurred in connection with negotiating and entering into and complying with side letter provisions, and travel and related costs and expenses (including expenses for travel by private aircraft, first class travel or business class travel, use of car services or reimbursement of mileage, lodging and accommodations, personal and business meals, and business entertainment), incurred in connection with the offer, sale, marketing and private placement of such interests), and costs and expenses in relation to any borrowing attributable to any of the foregoing; all fees, costs and expenses incurred in connection with, arising from or otherwise related to any Fund investments that are not reimbursed by portfolio companies, including all unreimbursed fees, costs and expenses incurred in connection with, arising from or otherwise related to the sourcing, evaluation, making, holding, monitoring, maintaining,

financing (or refinancing), pledging, sale, proposed sale or other disposition of all or any portion of such Fund investment, including deal initiation expenses; investment banking, brokerage, syndication, hedging, advisory, consulting, valuation, appraisal, due diligence, custodial, trustee, record keeping, lending, attorney, tax, accounting, auditing, administrative, and professional fees, costs and expenses; sales and underwriting commissions and discounts; expenses related to travel with respect to such Fund investment; any fees, costs and expenses in connection with, arising from or otherwise related to, any vehicle that is formed for one or more investments; any indemnification obligation arising with respect to such proposed Fund investment; any expenses incurred in connection with potential investments that are not ultimately made; and costs and expenses in relation to any borrowing attributable to any of the foregoing; all fees, costs and expenses of the Fund incurred in connection with, arising from or related to the ongoing maintenance, operation and administration of the Fund that are not reimbursed by portfolio companies, including the maintenance of the Fund’s books and records; legal, tax, accounting, auditing, administrative, advisory, consulting and other professional fees, costs and expenses (including fees associated with portfolio accounting system licenses and support); expenses associated with the preparation and distribution of the Fund’s financial statements, reports, tax returns, Schedules K-1 (or additional or similar tax related schedules) and any other tax compliance and reports to the limited partners; fees, costs and expenses incurred in respect of third-party information systems, software and technology; the management fee; other operational and administration fees, costs and expenses; and costs and expenses in relation to any borrowing attributable to any of the foregoing; fees, costs and expenses incurred in connection with obtaining third-party legal, tax, accounting, auditing, administrative or other professional advice or services, and the advice of other outside advisors and consultants on behalf of the Fund; subject to any disclosure or consent obligations required under applicable U.S. federal securities laws, fees, costs and expenses incurred in connection with, related to or arising from the registration, qualification or exemption of the Fund under (or the Fund’s compliance with) any applicable U.S. federal, state, local or non-U.S. laws, rules and regulations, including fees, costs and expenses (A) incurred to maintain the Fund in good standing thereunder or (B) incurred to make or maintain filings with the U.S. Securities & Exchange Commission (such as Form PF), U.S. Commodity Futures Trading Commission, the National Futures Association, the U.S. Treasury, the U.S. Internal Revenue Service and any other federal, state, provincial or local regulatory authority in any country or territory; fees, costs and expenses incurred in connection with, or arising from or otherwise related to, compliance with the Alternative Investment Fund Managers Directive and/or the law, rules or regulations implemented or promulgated in any applicable E.U. jurisdiction in relation thereto (or similar marketing-related regulations in other jurisdictions), including the fees, costs and expenses of any depositary required in connection therewith; fees, costs and expenses incurred in connection with, or arising from or otherwise related to, compliance with FATCA (as defined below) and the Organisation for Economic Cooperation and Development Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard, and fees, costs and expenses related to any associated or similar legislation, regulations or guidance; fees, costs and expenses incurred in connection with, or arising from or otherwise related to, the implementation and monitoring of anti-money laundering and cybersecurity policies

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The Firm seeks to invest in attractive companies across a wide range of industries and geographies. Cornell’s objective is to partner with management teams by providing patient and long‐term capital as well as strategic and operational guidance to enhance value creation for all stakeholders. The Firm targets leading businesses at attractive valuations and identifies such opportunities through its analysis of the sector and market opportunities and its deep global network of relationships with companies and individuals. Cornell generally seeks to invest in equity securities of private companies. Cornell may also invest in public companies, and in debt or hybrid securities of public or private companies. Investments in public companies are intended as investments, rather than trading positions. Potential investments undergo an intensive due diligence review process that includes an evaluation of the target company’s financial and strategic positioning, management team, commercial and industry factors, operations, accounting, and legal matters, as well as other customary diligence undertakings. Cornell may work with specialized professional service firms, third-party consultants, and other appropriate resources to identify and assess the investment risks specific to each investment. Investing in securities involves the risk of loss that clients should be prepared to bear.

B&C.

Investing in the Private Funds involves a number of risks. An investment in a Private Fund may be deemed a speculative investment and is not intended as a complete investment program. It is designed for sophisticated investors who fully understand and are capable of bearing the risk

of an investment in the respective Private Fund and are capable of bearing illiquidity for substantial periods of time. No guarantee or representation is made that a Private Fund will achieve its investment objectives or that investors will receive a return of their capital, and the investment strategy offered by Cornell could lose money over short or even long periods. With respect to any Private Fund, prospective and existing investors are advised to review the constituent documents and other materials for full details on each Private Fund’s investment, operational, and other actual and potential risks. The descriptions contained below are a brief overview of different material risks related to Cornell’s investment strategy and potential conflicts of interest that may arise in connection with the activities of Cornell and its affiliates, on the one hand, and the Funds on the other hand; however, it is not intended to serve as an exhaustive list or a comprehensive description of all risks and conflicts that may arise. Limited Number of Investments Some of the Firm’s Private Fund clients only make a single investment and, as a consequence, the returns realized by the investors in such a Private Fund would be adversely affected in a material manner by the unfavorable performance of such investment. No Assurance of Investment Return There is no assurance that the Private Funds will be able to generate returns for their investors or that the returns will be commensurate with the risks of investing in the types of companies and transactions in which the Private Funds will invest. There can be no assurance that the Private Funds’ investment objectives will be achieved or that there will be any return of capital. Therefore, an investor should only invest in the Private Funds if the investor can withstand a total loss of its investment. Highly Competitive Market for Investment Opportunities The business of identifying and structuring private equity investments is highly competitive and involves a high degree of uncertainty. Cornell will be competing for investments with other investment funds, as well as individuals, financial institutions, other institutional investors, and strategic corporate investors. Over the past several years, an increasing number of investment funds have been formed with similar investment objectives to Cornell’s, and many such existing funds have grown in size. These and other investors may make competing offers for investment opportunities identified by Cornell which may affect Cornell’s ability to participate in attractive investment opportunities. Even where successful in executing a definitive agreement with respect to an investment opportunity, completing the transaction may be subject to conditions and uncertainties, only some of which are foreseeable or within Cornell’s control. In addition, the availability of investment opportunities generally will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate.

Changes in Law, Regulation and Government Policy The private funds industry has been subject to increasing governmental, legislative, and regulatory scrutiny in the United States and internationally, and that scrutiny has intensified in recent years. There is a continuing risk that regulatory agencies in the United States, Europe, or elsewhere could adopt burdensome laws or regulations — including tax laws — targeted at the private funds industry, or could change the interpretation or enforcement of existing requirements in ways that adversely affect the Funds, Cornell, or their respective affiliates. Regulatory requirements applicable to private fund advisers continue to evolve. Recent examples include amendments to Form PF that require additional reporting by private fund advisers, and amendments to Regulation S-P that require investment advisers to adopt written incident response programs and provide timely notification to affected individuals following qualifying data breaches. More broadly, Cornell, the Funds, and their portfolio companies are subject to existing and evolving laws, rules, and regulations relating to privacy, data protection, artificial intelligence, sanctions, foreign investment, international trade, and other matters. Compliance with these requirements may increase the costs borne by the Funds and the time and resources devoted by Cornell and its affiliates to compliance, reporting, monitoring, and related oversight. Changes in the interpretation, application, or enforcement of such requirements — or the adoption of new requirements — could materially and adversely affect the Funds, Cornell, their respective portfolio companies, and the ability of the Funds to pursue their investment strategies. The SEC's Division of Examinations has identified private fund advisers as a consistent examination priority, with particular focus on the accuracy and completeness of disclosures relating to fees, costs and expenses; conflicts of interest; valuation practices; portfolio management; and marketing. The SEC's 2025 and 2026 Examination Priorities specifically highlighted adviser-led secondary transactions and continuation vehicles, the allocation of expenses between advisers and the funds they manage, and consistency between advisers' disclosed practices and their actual operations as areas of heightened scrutiny. SEC enforcement actions and settlements involving U.S.-based private fund advisers have involved a number of issues, including undisclosed fee sharing arrangements with co-investors; the undisclosed disproportionate allocations of fees, costs and expenses to managed funds for services that benefited the applicable adviser but without cost to the adviser; the undisclosed allocation of transaction fees to co-investors to reduce the magnitude of management fee offsets; engagement in unregistered broker-dealer activities; the undisclosed allocation of fees, costs, and expenses related to unconsummated co-investment transactions (i.e., the allocation of broken deal expenses); undisclosed legal fee arrangements affording the applicable adviser with greater discounts than those afforded to funds advised by such adviser; the undisclosed acceleration of monitoring fees; the undisclosed calculation of permanently impaired assets in a manner that benefitted the applicable adviser by resulting in a higher management fee; related party transactions that were not properly disclosed or approved; and disclosures that did not accurately reflect the adviser's actual practices. Enforcement activity in this area has continued under successive SEC administrations and is expected to continue. Cornell is subject to periodic SEC examination, and there can be no assurance that any such examination will not identify deficiencies or weaknesses requiring corrective action, including changes to Cornell's practices, policies, or disclosures. If the SEC or any other governmental authority, regulatory agency, or similar body takes issue with the past or current practices of

Cornell or any of its affiliates, Cornell and/or such affiliates will be at risk for regulatory sanction. Even if an investigation or proceeding did not result in a sanction, or the sanction imposed was small in monetary amount, Cornell, the Funds, or their respective affiliates could be subject to adverse publicity relating to the investigation, proceeding, or imposition of any such sanction, which could have an adverse effect on Cornell's operations or performance. The current U.S. administration has introduced significant changes to economic policy, regulatory priorities, tax policy, and international trade relations, and further changes are anticipated. These shifts have created uncertainty with respect to the political, legal, tax, regulatory and administrative regimes in which clients and their portfolio companies, as well as clients and Cornell and its affiliates will operate. Any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the asset management industry, tax law, immigration policy and/or government entitlement programs during the term of clients could have a material adverse impact on the Funds and their investments. The effect of any future regulatory changes on the Funds and Cornell and its affiliates could be substantial and potentially adverse. Reliance on the Partners and Investment Professionals The successful investment by a Private Fund will depend upon, among other things, the skill and expertise of Cornell’s partners and Cornell’s other investment professionals. There can be no assurance any of the foregoing will continue to be associated with the Private Funds throughout the life of the Private Funds. The unavailability of Cornell’s partners or Cornell’s other investment professionals to manage the Private Funds could have a material adverse effect on the Private Funds or portfolio companies. Investors in the Private Funds will have no right or power to participate in the management, disposition, or other realization of any investment, the day-today operations of the Private Funds, or any other decisions regarding the Private Funds’ business and affairs. Investors should expect to rely solely on Cornell’s ability with respect to the Private Funds’ operations. Cybersecurity Cybersecurity incidents, cyber-attacks, and other breaches have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency and severity in the future, including due to the growing use of artificial intelligence and related technologies (“AI”). Cybersecurity risks for investment funds have increased significantly in recent years because of, among other things: the proliferation of internet and telecommunications technologies used to conduct financial transactions; the increased dependence of portfolio companies on internet-connected technologies susceptible to cybersecurity threats; the ability of investment managers to collect, maintain, and otherwise process confidential, proprietary, sensitive, personal, and other nonpublic information and data, including trade secrets and personal information relating to investors and their beneficial owners; and the increased sophistication of organized crime, hackers, terrorists, hacktivists, and other external parties, including foreign state actors and state-supported actors, whose capabilities may be further enhanced by the use of AI. Accordingly, Cornell, the Funds, and the portfolio companies have faced and will face cybersecurity threats that may result in unauthorized access to confidential, proprietary, sensitive, personal, and other nonpublic information and systems, including trade secrets and information regarding investment activities, or that may render data or systems

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Cornell provides investment advisory services to pooled investment vehicles that invest in portfolio companies. Investors in the pooled investment vehicles managed by Cornell may include high-networth individuals and a variety of institutional investors (e.g., trusts, employee benefit plans, endowments, foundations, sovereigns, corporations, and other types of entities, including private funds of funds). Some of the Firm’s clients are privately offered funds, which will typically be structured as limited partnerships that are exempt from registration as investment companies under U.S. law by virtue of Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Investment Company Act”). To qualify for the 3(c)(7) exemption, all investors in the privately offered funds are required to be “qualified purchasers” (as defined in the Investment Company Act) and must satisfy such other investor qualification requirements in order to satisfy applicable securities laws. In addition, the privately offered funds rely on Regulation D, promulgated under the Securities Act of 1933, which requires all investors to be “accredited investors”.

As stated in Item 5 above, Cornell is generally eligible to earn performance-based carried interest or incentive allocation based on the profits derived from a Private Fund’s investments. Such carried interest or incentive allocation is based on investment profits and, as a result, may create an incentive for Cornell to make investments on behalf of a Private Fund that are riskier or more speculative than would be the case in the absence of such incentive allocation. Cornell seeks to address this through allocation policies that provide that transactions and investment

opportunities will be allocated to a Private Fund in connection with investment guidelines and governing documents, as well as other factors that do not include the amount of performance based compensation received by Cornell or any Cornell personnel. Cornell also seeks to address this by careful vetting of investment opportunities by Cornell’s investment professionals, disclosure of investments to investors in each Private Fund by way of periodic reports, and the investment by a number of Cornell’s investment professionals in the Private Funds (in an effort to align Cornell’s and each Private Fund’s interests).

Neither Cornell nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer.

B.

Neither Cornell nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities.

C.

Employees of Cornell may serve as directors and officers of, and provide advice to, publicly traded companies, private companies, and various predecessor entities. Investors in a Private Fund should be aware that receipt of material non-public information by Cornell’s related persons regarding these companies could preclude Cornell and any Private Fund from effecting transactions in the securities of such companies. Compensation for directorships with a portfolio company will be treated as provided in the relevant Private Fund’s constituent documents. Certain of the related persons of Cornell may have personal investments in companies, limited partnerships, or limited liability companies, including other partnerships, and investment funds. To the extent that conflicts arise, they are reviewed by Cornell’s compliance personnel. Additionally, pursuant to the constituent documents of each Private Fund, the General Partner may form an advisory committee of representatives of investors (the “LP Advisory Committee”). The LP Advisory Committee will, upon the General Partner’s request, review and approve or disapprove any potential conflicts of interest in any proposed transaction or relationship between the Private Fund, the portfolio company, or any of its respective subsidiaries, on the one hand, and the General Partner or any Cornell affiliate on the other hand. The LP Advisory Committee may also advise on other matters as set forth within the constituent documents of

each Private Fund. However, the LP Advisory Committee will not possess or exercise any power that would constitute participation in the control of the business of a Private Fund. D.

Cornell does not recommend or select other investment advisers for its clients.

Cornell has adopted a formal compliance code of ethics that includes securities trading procedures, insider trading policies and procedures, and procedures to address “pay to play” rules and regulations. Among other things, the code of ethics requires that employees act with integrity, place the interests of clients above their own, avoid actual and potential conflicts of interest, and comply with applicable provisions of all laws. The policies also require employees to pre-clear certain personal securities transactions, report personal securities transactions on at least a quarterly basis, and provide Cornell with a detailed summary of certain holdings annually. Cornell regularly reviews its compliance systems and procedures with experienced compliance consultants. A copy of Cornell’s code of ethics will be provided to any investor or prospective investor upon request.

Cornell primarily focuses on making private investments in portfolio companies on behalf of the Private Funds, and as a result, it does not ordinarily deal with any financial intermediary such as a broker-dealer, and the Private Funds do not ordinarily incur commissions in connection with such investments. To the extent Cornell transacts in public securities on behalf of a Private Fund, generally as part of a private equity transaction or as a result of the Private Fund’s ownership of such securities as a result of a portfolio company executing a public offering, in situations where Cornell may need to select a broker‐dealer, Cornell will consider the broker’s execution capabilities, including block positioning, research, financial stability, ability to maintain confidentiality, delivery and ability to obtain the best execution for all client securities transactions. Cornell has the authority to select the executing broker or dealer for any transaction and negotiate the commission rates or commission equivalents charged for transactions. Cornell does not have any agreements in place that require Cornell to give any specified amount of brokerage to any broker‐dealer. Cornell does not utilize soft dollar arrangements outside of routinely available research provided by trading counterparties. Cornell does not direct trading activity in lieu of payments for research or other services. The receipt of such research will be in accordance with the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934.

B.

Generally, only one Private Fund at a time has an active investment period (other than any Private Funds that are specifically formed to co-invest alongside other Private Funds). With respect to investment opportunities that arise during overlaps in investment periods, the Firm intends to allocate such opportunities among the applicable Private Funds based on the Firm’s allocation principles, which will be based on factors that the Firm reasonably determines in good faith to be fair and reasonable, as described in the applicable governing documents.

As previously noted, the receipt of any other fees or compensation by Cornell or its affiliates in connection with the acquisition, monitoring, financing, disposition, or management of a portfolio company on behalf of certain Funds, as well as any fees received by Cornell with respect to any unconsummated transactions related to such Funds, may be utilized to offset the management fees paid by such Fund’s investors, with any such management fee offset being determined as set forth in such Fund’s constituent documents, which generally provide that offsets will be proportionate to such Fund’s pro-rata ownership percentage or anticipated ownership percentage in such portfolio company. Such provisions are subject to the specific Fund’s constituent documents.

B.

During a fundraising cycle, Cornell will generally compensate placement agents who introduce investors that commit capital to a Fund. Any fees and expense reimbursements payable to any such placement agents are generally borne by Cornell through an offset against management fees payable by the relevant Fund.

Cornell is not aware, after having conducted a reasonable inquiry into the Firm and its management persons, of any legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of Cornell’s advisory business or the integrity of its management.

As noted above, Cornell primarily focuses on private investments in portfolio companies. The portfolio investments of the Private Funds are reviewed by Cornell’s investment professionals on at least a quarterly basis. The valuation of the Private Funds’ investments is reviewed quarterly in accordance with the Firm’s Valuation Policy.

B.

Cornell will continuously monitor portfolio investments on behalf of the Private Funds.

C.

Cornell provides quarterly and annual reports (including annual audited and quarterly unaudited financial statements) to investors in each Private Fund in accordance with the terms of the constituent documents of the relevant Private Fund.

Cash, cash equivalents and, generally, certificated securities of clients are held in custody by unaffiliated broker/dealers or banks that serve as qualified custodians; however, Cornell may be deemed to have access to client accounts since its affiliates serve as the General Partners of the Private Funds. Investors of each Private Fund will not receive statements from the custodian if such Private Fund is subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and the audited financial statements are distributed to the investors in each Private Fund. The audited financial statements of such Private Funds will be prepared in accordance with generally accepted accounting principles and distributed within 120 days of each Private Fund’s fiscal year-end.

Cornell serves as the investment adviser with discretionary authority to implement investment decisions for each Private Fund. Cornell’s investment decisions and advice with respect to the Private Funds are subject to each Private Fund’s constituent documents.

The Private Funds may have the opportunity to vote on a variety of corporate actions with respect to their portfolio companies. As part of the services provided by Cornell, the Firm has adopted voting policies and procedures, which include voting of proxies by Cornell’s Chief Executive Officer. These proxy voting policies and procedures are designed to confirm that Cornell votes the proxies of each Private Fund in the best overall interests of the Private Fund. Cornell maintains a record of all proxy votes cast on behalf of the Private Funds. The investors in each Private Fund may contact Cornell for a copy of the policy or information with respect to a specific proxy vote.

Cornell does not require prepayment of fees from clients more than six months in advance.

B.

Currently, Cornell and its affiliates are not aware of any financial condition that is likely to impair Cornell’s ability to meet its contractual obligations and commitments to clients.

C.

Cornell has never been the subject of a bankruptcy petition.