Fenway Partners

For purposes of this brochure, the “Adviser” means Fenway Partners, LLC, a Delaware limited liability company, together (where the context permits) with its affiliates that provide advisory services to and/or receive advisory fees from the Funds (as defined below). Such affiliates are under common control with Fenway Partners, LLC, but possess a substantial identity of personnel and/or equity owners with Fenway Partners, LLC. These affiliates are typically formed for tax, regulatory or other purposes in connection with the organization of the Funds, or serve as general partners of the Funds. Fenway Partners, LLC provides investment advisory services to investment vehicles (the “Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Funds make primarily long-term private equity and equity-related investments, as well as investments in debt instruments. The investment periods of all of the Funds have expired. Although none of the Funds may invest in any new portfolio companies, they may invest follow-on capital in existing portfolio companies. Accordingly, the Adviser’s focus is on maximizing the value of the remaining portfolio company investments versus sourcing new investments. At this point, the Adviser’s advisory services consist of evaluating follow-on investment opportunities, structuring, negotiating and making follow-on investments, managing and monitoring the performance of the remaining portfolio investments of the Funds and disposing of such investments. The Adviser serves as the investment adviser or general partner to the Funds in order to provide such services. The Adviser may in the future provide investment advisory services to new clients. The Adviser provides investment supervisory services to each Fund in accordance with the organizational documents of such Fund or separate investment and advisory, investment management or portfolio management agreements (each, an “Advisory Agreement”). Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable general partner, and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Advisory Agreements with the Funds and/or organizational documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the organizational or offering documents of the applicable Fund, Advisory Agreements and/or side letter agreements negotiated with investors in the applicable Fund (such documents collectively, a Fund’s “Organizational Documents”). The principal owner (defined as a person owning 25% or more) of Fenway Partners, LLC is Peter Lamm. The Adviser has been in business since 1994. The total regulatory assets under management of the Funds as of December 31, 2025 is $306,800,000 all of which the Adviser manages on a discretionary basis.

The Adviser or its affiliates generally receive Advisory Fees and Carried Interest (each as defined below) or similar performance-based remuneration from a Fund. A Fund, and/or its portfolio companies may also make other payments to the Adviser or its affiliates for services provided to -4-

the portfolio companies which, in certain circumstances, may reduce the Advisory Fees payable to the Adviser. Additionally, consistent with the Organizational Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to the Fund and/or the portfolio companies. Details about such fees and expenses are contained in the Organizational Documents of a Fund. Further details about certain common fees and expenses are set forth below. Advisory Fees As compensation for investment advisory services rendered to the Funds, the Adviser typically, subject to the Organizational Documents of a Fund, receives an advisory fee (each, an “Advisory Fee”). Advisory Fees paid by a Fund are indirectly borne by investors in such Fund. Advisory Fees billed to and received from the Funds are payable quarterly in advance. The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are established by the Adviser and are set forth in such Fund’s Organizational Documents received by each investor prior to investment in such Fund. The Advisory Fees and other fees and distributions described herein are generally subject to modification, waiver or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Fund. The fee structures described herein may be modified from time to time. Fees may differ from one Fund to another, as well as among investors in the same Fund. In addition, the Adviser will from time to time waive or reduce all or a portion of the Advisory Fee paid by a Fund in full or partial satisfaction of any obligation of the Adviser and certain employees and affiliates of the Adviser to invest in and alongside such Fund, which could result in acceleration of investor capital contributions. Waived or reduced Advisory Fees may not be subject to various reductions described above. Due to waived or reduced Advisory Fees, Fund investors may not receive the full benefit of reductions. Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are generally returned on a prorated basis. The Adviser and its affiliates may also receive “Monitoring Fees” pursuant to monitoring agreements with portfolio companies of the Funds governing the advice, consultation and other similar ongoing services provided by the Adviser to such portfolio companies. In the event of an initial public offering or other disposition, monitoring fees are expected for a period of time after a disposition continue to be paid so long as the applicable Fund continues to hold an other than de minimis position in such portfolio company and the Adviser or its affiliates continue to provide the monitoring services In addition, the Adviser and its affiliates may receive fees in connection with serving on the board of directors of a portfolio company (“Director Fees”) and in connection with an unconsummated transaction (“Break-Up Fees” and, together with Transaction Fees, Monitoring Fees and Director Fees, the “Other Fees”). The amount and timing of Break-Up Fees received by the Adviser are generally specified in the agreement or other documentation governing the transaction. As Fund -5-

investors are aware, Other Fees are in addition to, and do not reduce, the Advisory Fees paid by a Fund. In certain cases, the types of services to be provided in exchange for an Other Fee may appear similar to the services provided in exchange for an Advisory Fee. Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies, prospective portfolio companies or investment vehicles (or rights thereto) or otherwise. The payment of Other Fees by portfolio companies creates a conflict of interest between the Adviser and its affiliates and the Funds and their investors because the amounts of these Other Fees and reimbursements (see “Expense Reimbursement”) below are often substantial and the Funds and their investors do not have an interest in these fees and reimbursements. The Adviser determines the amount of these Other Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or third party co-investors in its transactions, and the amount of such fees and reimbursements often will not be disclosed to investors in the Funds. In many cases with respect to the implementation of such arrangements, there is not an independent third-party involved on behalf of the relevant portfolio company. 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. Payments Made to Third Parties The Adviser and its affiliates also engage and retain senior advisors, advisers, consultants, and other similar professionals who are not employees or affiliates of the Adviser and who, from time to time, receive payments from, or allocations with respect to, portfolio companies and/or other entities. In such circumstances, the amounts of such fees or other compensation received by such persons are generally retained by such persons and will not be deemed paid to or received by the Adviser and its affiliates and such amounts will not offset the Advisory Fee. For a discussion of material conflicts of interest created by the engagement of such persons, please see “Providers of Operations Support” in Item 11 below. Expense Reimbursement A portfolio company will typically reimburse the Adviser for expenses (including without limitation travel and travel-related expenses, meals and entertainment expenses (including, as applicable, closing dinners and mementos, cars and meals, social and entertainment event with portfolio company management, customers, borrowers, brokers and service providers), expenses relating to training programs, meetings or other events (to the extent such programs, meetings or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), indemnification expenses, certain legal expenses and similar out-of-pocket expenses, as well as consulting fees and other cash and non-cash compensation and expenses incurred by the Adviser in connection with its performance of services for such portfolio company. Such reimbursements do not reduce the Advisory Fee. As used throughout this brochure, “travel” and “travel-related” expenses shall be deemed to include, without limitation, commercial and non-commercial transportation costs (including chartered, private plane, first class or business class travel and private car travel), lodging and accommodations. -6-

Expenses Adviser Expenses To the extent provided in the Organizational Documents of the Funds, the Adviser will bear certain expenses and costs associated with the performance of its services, including expenses on account of rent, utilities, office supplies, office equipment, travel, entertainment, compensation and expenses of its partners, officers and employees (other than Carried Interest described in Item 6 below) and other normal and routine administrative expenses relating to the services and facilities provided by the Adviser to the Funds. Fund Expenses Consistent with the Organizational Documents of the Funds, each Fund will bear all other expenses relating to it to the extent not borne by its portfolio companies, including legal, accounting, audit, actuarial, investment banking, consulting (including, but not limited to, consulting fees incurred by the applicable Fund for the benefit of its portfolio), brokerage, sale, marketing, advertising, printing and investor-related services and other similar costs, travel and travel-related and entertainment expenses incurred in connection with the Fund’s investment activities, premium meals, social and entertainment events (with actual or potential portfolio company management and/or employees, customers, clients, borrowers, brokers and service providers), fees paid to thirdparty valuation agents for valuations, appraisals or pricing services, research (including research costs allocated by the Adviser’s internal research team and third-party groups, and including data and information service subscriptions, related systems and services from data providers and data management software), third-party diligence software and service providers, subject and industry matter experts, brokerage, finders’, custody, transfer, registration, advisory board expenses (including set-up costs, speaker fees, honorarium, dining, entertainment, travel and travel related expenses), financing, commitment, origination and similar fees and expenses, all insurance premiums of any director and officer liability or other insurance, including insurance of which the Adviser and its affiliates are beneficiaries, cyber-security insurance premiums, interest, taxes, expenses of loan servicers and other service providers and extraordinary expenses, such Fund’s allocable share of expenses and fees generated in the course of evaluating potential investments, including investments which are not consummated (including expenses that would have been borne by co-investment vehicles), such Fund’s allocable share of expenses and fees incurred in the course of making investments and other similar fees and expenses, Operations Expenses (as defined in Item 11 below), risk management assessment expenses, fees, costs and expenses related to the organization or maintenance of any intermediary entity used to acquire, hold or dispose of an investment or to otherwise facilitate a Fund’s investment activities, expenses associated with a Fund’s compliance with applicable laws and regulations, including regulatory filings as they relate to the Fund’s activities, out-of-pocket costs and expenses, if any, associated with any third party examination or audits (including similar services) of a Fund of the Adviser that are attributable to the operation of such Fund or requested by one or more investors in a Fund, expenses incurred in connection with complying with provisions in investor side letter agreements, the costs associated with any amendments, modification, revisions or restatements to the Organizational Documents of a Fund, the costs and expenses of hosting annual or special meetings of the Funds’ investors (including set-up costs, speaker fees, honorarium, dining, entertainment, travel and travel-related and other expenses); information technology system expenses (including the costs of maintaining -7-

Read the rest in the brochure

Methods of Analysis and Investment Strategies The investment periods of all of the Funds have expired and none of the Funds may invest in any new portfolio companies. The Funds may invest follow-on capital in existing portfolio companies. Accordingly, the Adviser’s focus is on maximizing the value of the remaining portfolio company investments versus sourcing new investments. At this point, the Adviser’s advisory services consist of evaluating follow-on investment opportunities, structuring, negotiating and making follow-on investments, managing and monitoring the performance of the remaining portfolio investments of the Funds and disposing of such investments in a way that attempts to optimize proceeds while balancing risk and return. To provide upside returns, the Adviser identifies the areas of underachievement, quantifies the economic value of the potential and defines the actions needed to realize that value. The Adviser’s oversight model is proactive and quantifiable with specific accountabilities for the achievement of each objective. The Adviser focuses its analysis and initiatives around the following five areas:

Leadership/Management. Business underperformance is most often traced to management short-comings. The Adviser swiftly assesses and addresses management’s leadership capabilities and the effectiveness of the organizational structure to execute the business plan.

Business Strategy. Middle market companies often pursue incomplete or flawed strategies. The Adviser focuses on actionable strategies to maximize a company’s core, sustainable competitive advantage and in doing so, improves a company’s financial profitability.

Customer Value Proposition. Early in an investment, the Adviser meets with a broad array of customers, competitors and suppliers to assess the strength of a company’s offering, its service levels and new businesses opportunities. This information often leads to changes to improve the price/value/service proposition to the customer.

Productivity/Efficiency. The Adviser works with its management teams to analyze work processes to reduce unnecessary expense, explore sourcing alternatives to improve quality and lower costs, and incorporate lean manufacturing practices to improve productivity.

Profitable Revenue Growth. Sustainable revenue momentum often leads to superior valuation upon exit. To drive revenue growth, the Adviser supports investments to innovate and develop new products, build brand awareness through marketing initiatives, broaden channels of distribution and strengthen a company’s sales force.

Risks Investing in securities involves a substantial degree of risk. A Fund may lose all or a substantial portion of its investments, and investors in the Funds must be prepared to bear the risk of a complete loss of their investments.

-11-

In addition, material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Funds, include the following: Financial Market Fluctuations Various sectors of the U.S. and global financial markets and the broader current financial environment have been, and continue to be, characterized by uncertainty, volatility and instability. The financial services industry generally and investment activities are affected by general economic and market conditions, including interest rates, availability of credit, lack of price transparency, inflation rates, economic uncertainty, changes in tax and other applicable laws and regulations, trade barriers, national and international and environmental and socioeconomic circumstances. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments and the value of the investments held by the Funds. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Funds’ investments. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. 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 Funds 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 Fund to sell these securities when the Adviser believes it is most advantageous to do so, or without adversely affecting the stock price. Volatility in the financial sector may have an adverse material effect on the ability of the Funds to buy, sell and partially dispose of their portfolio company investments. The Funds may be adversely affected to the extent that they seek to dispose of any of their portfolio investments into an illiquid or volatile market, and a Fund may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. Valuation of Assets There is no actively traded market for most of the securities owned by the Funds. When estimating fair value, the Adviser will apply a methodology based on its best judgment that is appropriate in light of the nature, facts and circumstances of the investments. Valuations are subject to multiple levels of review for approval and ensuring that portfolio investments are fairly valued is an important focus of the Adviser. However, 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. Third-party pricing information will at times not be available regarding certain of a Fund’s assets. With respect to the Funds, the exercise of discretion in valuation by the Adviser gives rise to conflicts of interest, valuations (including, for instance, determination of when an investment should be written down or written off) impact the Adviser’s track record and the performance allocation in certain Funds is calculated based, in part, on these valuations and such valuations affect the amount and timing of performance calculations. As a result, it is possible for there to -12-

be situations where the Adviser is incentivized to influence or manipulate the valuation of investments. Cybersecurity Risk The Adviser, the Funds’ service providers and other market participants depend on complex and often interconnected information technology and communications systems to conduct business functions. These systems are subject to a number of different cyber threats and other risks that could adversely affect the Funds and their investors, despite the efforts of the Adviser and the Funds’ service providers to adopt technologies, processes and procedures intended to mitigate these risks and help protect the security of their computer systems, software, networks and other technology assets, as well as the security, confidentiality, integrity and availability of information belonging to the Fund and its investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, encrypt or otherwise prevent access to these systems of the Adviser, the Funds’ service providers and counterparties, as well as the data stored by these systems, including investor information. The Adviser and the Funds’ service providers may be subject to ransomware or other attacks that could cause a substantial business disruption or loss of availability of data that could prevent the Funds and Adviser from executing their investment strategy or accessing an account, which could lead to financial losses. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of the Adviser’s systems to disclose sensitive information in order to gain access to the Adviser’s data or that of the Funds’ investors or to transfer funds to unauthorized third parties. A successful penetration or circumvention of the security of the Adviser’s systems by unauthorized third parties could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Funds, the Adviser or their service providers to incur regulatory penalties, reputational damage, additional compliance costs, increased insurance premiums or financial loss. In addition, the Adviser may incur substantial costs related to investigation and remediation of the cybersecurity incident, increasing and upgrading cybersecurity protections including its administrative, technical, organizational and physical controls, acts of identity theft, unauthorized use or loss of proprietary information, adverse investor reaction, increased insurance premiums or difficulties obtaining insurance coverage, or litigation, regulatory actions or other legal risks. Similar types of operational and technology risks are also present for the companies in which the Funds invest, which could have material adverse consequences for such companies, and may cause the Funds’ investments to lose value. Custody and Banking Risks The Funds maintain funds with one or more banks or other depository institutions (“banking institutions”), which may include US and non-US banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom the -13-

Funds, their portfolio companies, a Fund’s general partner and/or the Adviser transact may inhibit the ability of the Funds or their portfolio companies to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Funds may be forced to delay or forgo investments or to call capital when it is not desirable to do so, resulting in lower performance for the Funds. In the event of such a failure of a banking institution where the Fund or one or more of its portfolio companies holds depository accounts access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Funds and their affected portfolio companies may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. The loss of amounts maintained with a banking institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to the Funds or their portfolio companies. One or more investors or a Fund’s general partner could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, a Fund’s general partner may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails. Leveraged Nature of Investments While investments in highly leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. The Fund’s portfolio companies generally involve high degrees of leverage, as a result of which recessions, operating problems and other general business and economic risks will have a more pronounced effect on the profitability or survival of such companies. Also, increased interest rates generally increase portfolio company interest expenses. In the event any such portfolio company cannot generate adequate cash flow to meet debt service, the Fund may suffer a partial or total loss of capital invested in the portfolio company. Targeting Underperforming Companies; Improving Underperformance Targeting underperforming companies involves a high degree of risk, including the risk of a partial or total loss of invested capital. The Fund’s ability to generate attractive returns for investors will depend on whether it has accurately targeted prospective portfolio companies with respect to which the Fund has the ability to eliminate underperformance, to identify areas of underperformance within such companies following investment and to implement methods to improve those areas. There can be no assurance that the implemented methods will eliminate underperformance. If the Fund fails to eliminate underperformance in one or more of its portfolio companies, the Fund may fail to achieve its targeted rate of return on investments.

-14-

Read the rest in the brochure

The Adviser currently provides investment supervisory services to the Funds. Investment advice is provided directly to the Funds (subject to the direction and control of the general partner of each such Fund) and not individually to investors in such Fund. Interests in the Funds were offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as defined in the 1940 Act, and include, among others, one or more of banks, thrift institutions, pension and profit sharing plans, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships and limited liability companies or other entities. The Adviser does not have a minimum size for a Fund, but the Adviser typically establishes minimum investment commitments for investors in the Funds. The general partner of each Fund will from time to time in its sole discretion permit investments below the minimum amounts set forth in the Organizational Documents of such Fund.

-10-

With respect to certain Funds, a portion of the profits of each such Fund is distributed to its general partner as “carried interest” (the “Carried Interest”). Each general partner of a Fund is a related person of the Adviser. Carried Interest paid by a Fund is indirectly borne by investors in such Fund. Certain Funds and investors in such Funds incur lower or no Carried Interest. The payment by some, but not all, Funds of Carried Interest or the payment of Carried Interest at varying rates (including varying effective rates based on the past performance of a Fund) creates an incentive for the Adviser to disproportionately allocate time, services or functions to Funds paying Carried Interest or Funds paying Carried Interest at a higher rate, or allocate investment opportunities to such Funds. Generally, and except as otherwise set forth in the Organizational Documents of the Funds, this conflict is mitigated by (i) certain limitations on the ability of the Adviser to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously, (iii) contractual provisions and procedures setting forth investment allocation requirements and/or (iv) the fact that the Funds are outside of their investment period and may only make follow-on investments. 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 limited liability companies (the “General Partners”) serve as general partners of the Funds, and are related persons of the Adviser, and at least a majority of the economic interest in the General Partners are held by the managing directors of the Adviser. 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.

Trading Code of Ethics The Adviser has adopted a written Code of Ethics that is applicable to all of its members, officers and employees, as well as officers and employees of its affiliates and certain independent contractors (collectively, “Adviser Personnel”). 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 purchase investments for their own accounts, including the same investments as are purchased or sold for a Fund, subject to the terms of the Code of Ethics. Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser’s Chief Compliance Officer as required by Rule 204A-1 under the Advisers Act. 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. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they -17-

become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client upon written request to Walter Wiacek, Chief Compliance Officer, Fenway Partners, LLC, 108 Airport Road, Suite 103, Westerly, RI 02891. Participation or Interest in Client Transactions Certain employees and affiliates of the Adviser have invested alongside the Funds, either through the General Partners, as direct investors in the Funds or otherwise. The General Partner will not charge any Advisory Fee or 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 investors in a Fund (including purchasers of a limited partner’s interests in a secondary transaction) or a co-investment opportunity (see below) ask different questions and request different information, the Adviser has from time to time provided certain information to one or more prospective investors that it has not provided to all of the prospective investors or limited partners. Conflicts of Interest The Adviser and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management and other services to Funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund will from time to time conflict with the interests of the Adviser, other Funds 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. The Adviser has in the past and may in the future establish certain investment vehicles through which certain employees of the Adviser or its affiliates, certain business associates, other “friends of the firm,” or other persons have invested alongside one or more Funds in one or more investment opportunities. Such vehicles, referred to herein as “co-investment vehicles,” may, in certain circumstances, be contractually required to purchase and sell certain investment opportunities on substantially the same terms as the applicable Fund that is invested in that investment opportunity. Such co-investment vehicles do not pay Advisory Fees or Carried Interest. In particular, a Fund’s general partner generally designates an additional amount of capital that it intends to contribute to the Fund (an “Additional GP Investment Amount”). In addition, employees and officers of the Adviser and certain affiliates and former affiliates (including, without limitation, investment vehicles and trusts established for such persons) (together, the “CoInvestment Group”) invest substantial additional capital alongside the Fund. In the aggregate, over the life of the investment program of a Fund, the sum of the capital commitment of the general partner to the Fund, plus the aggregate of all Additional GP Investment Amounts, plus the aggregate co-investment amounts of the Co-Investment Group will represent at least 4% of the capital invested in such investment program. The co-investment amount of the Co-Investment -18-

Group and the Additional GP Investment Amount must be specified annually by March 31 and will not exceed 10% of the securities available to the Fund in that year. The Co-Investment Group must invest ratably in every investment made by the Fund during that year and the Co-Investment Group’s participation must be on the same terms and conditions as the Fund’s participation, except as is necessary or advisable because of different legal or regulatory constraints. The Funds enter into transactions with the members of the Co-Investment Group so as to effect such ratable investment, including without limitation a purchase by a Fund of a portion of an investment originally made by members of the Co-Investment Group or a purchase by members of the CoInvestment Group of a portion of an investment originally made by a Fund. To the extent that any such purchase is required, such purchase shall occur not later than January 30 of the year following the year in which the investment was originally made and the purchase price shall be the original cost of the portion of the investment being purchased plus interest on such amount calculated from the date such investment was originally made to the date of such purchase. Notwithstanding the foregoing, a Fund’s advisory board shall have the power and authority to approve variations in the Co-Investment Amount, Additional GP Investment Amount and the procedures described above. The terms and conditions of such co-investments are set forth in more detail in a Fund’s limited partnership agreement. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that are faced by a Fund. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. 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. In resolving conflicts, the Adviser considers various factors, including the interests of the applicable Funds 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 generally mitigate, but will not eliminate, conflicts of interest: (1)

The Adviser will consider the appropriateness of an investment from the viewpoint of a Fund;

(2)

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

(3)

Generally, each Fund has established an advisory committee, consisting of representatives of investors not affiliated with the Adviser. The 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;

(4)

Where the Adviser deems appropriate, unaffiliated third parties will be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price; -19-

(5)

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

(6)

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

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 Funds and the Funds’ investors may not be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Allocation of Investment Opportunities Among Clients In connection with its investment activities, the Adviser will encounter situations in which it must determine how to allocate investment opportunities (including follow-on investments) among various clients and other persons, which include, but are not limited to, the following:

The Funds (including those established for the purpose of participating in a “continuation transaction”);

Clients advised by the Adviser or its personnel in the future; and

Any co-investors or co-investment vehicles that have been formed to invest side-by-side with one or more Funds in all or particular transactions entered into by such Fund(s) (the co-investors or investors in such co-investment vehicles which include employees, business associates and other “friends and family” of the Adviser or its personnel (“Adviser Investors”), individuals and entities that are also investors in one or more Funds, and/or individuals and entities that are not investors in any Funds (“Third Parties”)).

While the Funds generally are only permitted to invest in follow-on investments, to the extent the Adviser encounters a situation in which it must determine how to allocate investment opportunities, the Adviser makes allocation determinations consistent with the Funds’ Organizational Documents and in accordance with its written policies and procedures. The Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”). Investment Allocation Requirements are generally set forth in the Fund’s Organizational Documents. To the extent the Investment Allocation Requirements of a Fund do not include specific allocation procedures and/or allow the Adviser discretion in making allocation decisions among the Funds, the Adviser will follow the process set forth below. The Adviser must first determine which Funds and/or other parties are eligible to participate in an investment opportunity. The Adviser assesses whether an investment opportunity is appropriate for a particular Fund(s), based on the Fund’s investment objectives, strategies and structure, which are typically reflected in such Fund’s Organizational Documents. Prior to making any allocation to a Fund of an investment opportunity, the Adviser determines what additional factors may restrict or limit the offering of an investment opportunity to the Fund. Possible restrictions include, but are not limited to: -20-

Obligation to Offer: the Adviser may be required to offer an investment opportunity to one or more Funds.

Related Investments: the Adviser may offer an investment opportunity related to an investment previously made by a Fund(s) to such Fund(s) to the exclusion of, or resulting in a limited offering to, other Funds.

Legal and Regulatory Exclusions: the Adviser may determine that certain Funds or investors in such Funds should be excluded from an allocation due to specific legal, regulatory and contractual restrictions placed on the participation of such persons in certain types of investment opportunities. For example, the fact that the Funds are outside of their investment periods.

Once the Adviser identifies the Funds that are eligible to participate in a particular investment, the Adviser, in its discretion, decides how to allocate such investment opportunity among the identified Funds. In allocating such investment opportunity, the Adviser will consider some or all of a wide range of factors, which include, but are not necessarily limited to, one or more of the following:

Each Fund’s investment objectives and investment focus;

Transaction sourcing (and with respect to an investment opportunity originated by a third party, the relationship of a particular Fund to or with such third party);

Each Fund’s liquidity and reserves (including whether a Fund is able to commit to invest all capital required to consummate a particular investment opportunity);

Each Fund’s diversification (including the actual, relative or potential exposure of a Fund to the type of investment opportunity in terms of its existing portfolio);

Lender covenants and other limitations;

Amount of capital available for investment by each Fund as well as each Fund’s projected future capacity for investment (including whether a Fund is able to invest all capital required to consummate a particular investment opportunity) and anticipated coinvestment (if any);

The size, liquidity and duration of the investment;

Each Fund’s targeted rate of return;

Stage of development of the prospective portfolio company or other investment and anticipated holding period of the portfolio company;

Composition of each Fund’s portfolio and each Fund’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics);

The suitability as a follow-on investment for a current portfolio company of a Fund or to upsize an existing investment;

Timing expected necessary to execute an investment;

-21-

The use of leverage in the proposed capital structure;

The availability of other suitable investments for each Fund;

Risk considerations;

Read the rest in the brochure

As Funds invest primarily in private equity ventures, the Adviser anticipates that investments in publicly traded securities will be infrequent occurrences (e.g., money market instruments pending investment in a portfolio company, securities held as a result of initial public offerings of portfolio companies, going-private transactions, etc.). However, to meet its fiduciary duties to the Funds, the Adviser has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. Selection of Brokers and Dealers For each of the Funds, the Adviser has, subject to the direction of such Fund’s general partner, sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Fund involving a broker-dealer, the Adviser will seek “best execution” of the transaction. “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser’s investment team takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. In addition, the Adviser may consider the use of Electronic Communications Networks (“ECNs”) when placing trades on behalf of the Funds. When purchasing or selling over-the-counter securities with market makers, the Adviser generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. In order to monitor best execution, the Adviser’s investment team, in consultation with the Adviser’s CCO, will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Fund. -45-

The Adviser does not receive “soft dollars” in connection with its use of broker-dealers. Aggregation of Trades The Adviser and its affiliates generally aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. The Adviser often employs this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Adviser and its affiliates combine orders on behalf of Funds with orders for other Funds for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Adviser and its affiliates generally aggregate trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction. If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

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 related persons will, in certain instances, receive discounts on products and services provided by portfolio companies of Funds and/or the customers or suppliers of such portfolio companies.

-46-

The Adviser has in the past and may from time to time in the future engage one or more persons to act as a placement agent for a Fund in connection with the offer and sale of interests to certain potential investors. Such persons generally have received a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Fund that are subsequently accepted. Alternatively, the Adviser has from time to time paid a placement agent a portion of the Carried Interest received by the Adviser. Such Fund will bear the costs of such placement agent fees, subject to any limitations set forth in its Organizational Documents, reimburse such fees. Item 15. Custody

Oversight and Monitoring Funds and generally maintains an ongoing oversight position in such portfolio companies. The portfolios are reviewed by a team of investment professionals on an on-going basis. The team generally includes Managing Directors and other investment professionals of the Adviser. Moreover, the Adviser has a separate group designated to monitor portfolio company performance. This group provides a second level of services to each client portfolio company on a periodic basis. The investment portfolios of the Funds are generally 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 Funds and generally maintains an ongoing oversight position in such portfolio companies. Reporting Investors in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund after the fiscal year end of such Fund, as well as quarterly performance reports after each fiscal quarter end. The Adviser and the applicable General Partner, if any, will from time to time, in their sole discretion, provide additional information relating to such Fund to one or more investors in such Fund as they deem appropriate.

Investment advice is provided directly to the Funds, subject to the direction and control of the General Partner of each Fund and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Advisory Agreements with the Funds and/or Organizational Documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the Organizational Documents of the applicable Fund.

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 Funds (“Votes”). The guiding principle by which the Adviser votes all Votes is to vote in the best interests of each Fund by maximizing the economic value of the relevant Fund’s holdings, taking into account the relevant Fund’s investment horizon, the contractual obligations under the relevant Advisory Agreements or comparable documents, and any other relevant facts and circumstances the Adviser determines to be appropriate 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 in any Vote. 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 Operating Committee or the relevant Adviser investment professional, the costs associated with voting such Vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. Funds generally cannot direct the Adviser’s Vote. All Voting decisions with respect to the Funds are referred to the applicable Adviser’s Operating Committee for a voting decision. The Adviser’s Operating Committee will make the decision as to the appropriate vote for any particular Vote. In making such decision, it will generally rely on any of the information and/or research available to it. If the Operating Committee is unable to arrive at an agreement as to how to vote, then the Operating Committee may consult with the Adviser’s Chief Compliance Officer as to the appropriate vote, who will then review the issues -47-

and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Funds’ holdings. The Adviser’s Operating Committee has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All Voting decisions will require a mandatory conflicts of interest review by the Adviser’s Operating Committee in accordance with these policies and procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote has an interest in how the Vote is voted that presents a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. The Adviser’s Operating Committee will use its best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Funds. Where the Adviser’s Operating Committee deems appropriate in his or her sole discretion, unaffiliated third parties will be used to help resolve conflicts or to otherwise assist the Adviser in fulfilling all or part of its voting obligations. In this regard, the Adviser can retain independent fiduciaries, consultants, or professionals to assist with Voting decisions and/or to which Voting and/or consent powers may be delegated in accordance with its proxy voting policies and procedures. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client or prospective client upon written request to Walter Wiacek, Chief Compliance Officer, at Fenway Partners, LLC, 108 Airport Road, Suite 103, Westerly, RI 02891. Item 18. Financial Information

Item 19. Requirements for State-Registered Advisers