HEP Partners LLC

A. The Adviser is a private equity firm located in Dallas, Texas that was formed in 2012. The Adviser provides investment advisory, management, supervisory and other services on a discretionary basis to affiliated private investment limited partnerships making privately negotiated equity and equity-related investments (each, a “Fund” and together, the “Funds”). Our investment advice is provided in accordance with the investment objectives, strategies, guidelines, restrictions and limitations set forth in the applicable governing and offering documents of each Fund including subscription documents, partnership agreements, side letters, investment management agreements and capital call notices (with respect to each Fund, the “Governing Documents”), and the information in this Brochure is qualified in its entirety with respect to each Fund by the information set forth in its Governing Documents. We do not act as general partner of any Fund; rather, certain of our affiliates act as general partners of the Funds (the “General Partner” or collectively, the “General Partners”). The General Partners are under common control with the Adviser and have substantially the same personnel and/or equity owners as the Adviser (directly or indirectly). The General Partners were or are formed for tax, regulatory or other purposes in connection with the organization of the Funds and operate as a single advisory business together with the Adviser. Where the context otherwise requires, any reference to “we,” “us,” “our” or “Adviser” in this Brochure includes any applicable General Partners, where and as applicable. The Adviser is owned by the Thomas Ollis Hicks Estate and Mack Hicks, and controlled by Mack Hicks (the “Principal”). B. Our investment advisory and management services consist of, among other things, investigating, researching, identifying and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Funds, managing and monitoring the performance and operations of such investments, and disposing of such investments (including establishing each Fund's investment objective and selecting and making portfolio investment(s) according to such Fund's specific investment objective and strategy, as described in the applicable Governing Documents). The investment activity of the Adviser generally focuses on acquisitions with the following criteria: (i) an attractive valuation; (ii) situations in which the opportunity exists to form a strong operating partnership with a talented management team; (iii) situations where the Adviser believes it has a proprietary investment angle given its prior investments or relevant industry expertise; and (iv) a compelling growth story. The Adviser seeks to identify acquisition opportunities in an area of the market known as “the middle market”. Although every firm defines the middle market differently, the Adviser seeks transactions ranging in enterprise value from $5 million to $200 million or more. The Adviser believes that this segment of the private equity market is attractive given the fact that it is often overlooked by private equity firms with significant amounts of capital under management, which makes such middle market acquisitions of insufficient size. The Adviser also believes the middle market is an attractive segment into which to invest given the opportunities to: (i) recruit, using the Adviser’s network, more qualified and talented operating executives; (ii) secure bank financing that such companies could not otherwise secure on their own; (iii) make acquisitions that target companies would otherwise be unable to make; and (iv) enhance target companies’ business practices as they pertain to operating and financial initiatives. For more information, see Item 8 below.

C. We provide investment advice and services to each Fund in accordance with the investment objective, strategies, policies, guidelines, terms, conditions, procedures and limitations set forth in the applicable Governing Documents, and not in accordance with the individual needs or objectives or strategies of any particular investor in such Fund. Investors generally are not permitted to impose restrictions or limitations on the Adviser’s management of the Funds. In general, each Fund is organized and established by an affiliate of the Adviser to invest or acquire interests in a single portfolio company. Notwithstanding the foregoing, the General Partners have entered into, and may from time to time in the future enter into, side letter agreements or similar agreements or arrangements (commonly referred to as “side letters”) with certain investors in such Funds that have the effect of establishing rights or terms under, or altering, modifying, changing, waiving, adjusting or supplementing the terms of, the Governing Documents of such Funds in respect of such investors. Among other things, side letters entitle or may entitle an investor in a Fund to lower or more beneficial fees, information or transparency rights or benefits, most favored nations status, notification rights or terms or provisions necessary or advisable in light of or as a result of particular legal, regulatory, self-regulatory, administrative, public policy, or internal policy considerations of or related to an investor and/or other preferential or beneficial rights and terms. D. The Adviser does not participate in wrap fee programs by providing portfolio management services. E. As of December 31, 2025, the Adviser managed approximately $257,907,470 in regulatory assets under management, all on a discretionary basis. The Adviser does not manage regulatory assets under management on a non-discretionary basis.

A. Below is a general overview of how the Adviser and its affiliates generally are compensated in connection with providing advisory services to a Fund. The Adviser may enter into different fee or compensation arrangements on a Fund by Fund (and investor by investor) basis in its sole discretion. With respect to each Fund, the specific fees, compensation and other remuneration that are paid or payable to, or received by, the Adviser or an affiliate thereof are set forth in the applicable Governing Documents. As a result, investors should carefully review and rely on the applicable Governing Documents for a description of the fees and compensation (and expenses) applicable to a Fund. Capital Commitments Each Fund will seek capital commitments (“Commitments”) from investors in one or more closings up to an amount stated in the Fund’s Governing Documents. Capital calls with respect to Commitments may be required from time to time for a period stated in each Fund’s Governing Documents (the “Commitment Period”). Commitments generally will be drawn down pro rata based on original Commitments on an as needed basis to fund investments and pay expenses and costs of each Fund. Thereafter, the limited partners generally will be released from any further obligation with respect to their undrawn Commitments, except to the extent necessary to; (i) cover or pay the expenses and liabilities of the Fund, including any management fees and indemnification obligations; (ii) complete investments by the Fund in respect of transactions that were in process as of the end of the Commitment Period; (iii) make follow-on investments in portfolio companies in an aggregate amount of up to a stated percentage of the total Commitments; and (iv) fund portfolio company guarantees or pay loans that exist as of the end of the Commitment Period. In no event will a limited partner be required to make a capital contribution in an amount in excess of its unfunded Commitment (except to the extent required by law or permitted pursuant to the Governing Documents). Management Fees Subject to the terms and conditions set forth in the applicable Governing Documents of a Fund, we are or may be entitled to receive annual management fees (the “Management Fee”) of up to two percent (2%) of total capital contributions, payable quarterly in advance from the date of the initial closing of such Fund until certain conditions are met as specified in such Fund’s Governing Documents. The General Partner may assign Management Fees to the Adviser and/or its affiliates. As disclosed below, Management Fees may be subject to offset or reduction in certain instances pursuant to the terms of the applicable Governing Documents. Carried Interest With respect to each Fund, net proceeds attributable to the disposition of an investment in a portfolio company, together with any dividends or interest income with respect to that investment (“Disposition Proceeds”), generally will be distributed to the applicable partners participating in that investment as set forth in the applicable Governing Documents. Generally, with respect to a Fund, the General Partner generally is entitled to receive a share of investment proceeds of up to twenty-five percent (25%) of the realized profits relating to the realized investments of such Fund, after; (i) a return of capital to participating investors equal to their capital committed to fund the investment and pay for fund expenses relating to that realized

investment; and (ii) in some cases, the payment of a stated preferred return to participating investors. These distributions to the General Partner are referred to as the “carried interest.” Distributions; Clawback Distributions to the investors will be subject to certain adjustments and reserves as stated in more detail in each Fund’s Governing Documents. Upon the final liquidation of a Fund and distribution of its remaining assets, the applicable General Partner typically is required to restore amounts to the Fund for distribution to the limited partners (up to the amount of its cumulative net after-tax carried interest) to the extent, if any, that the amount previously distributed to the General Partner as its carried interest exceeds the aggregate amount due to the General Partner as its carried interest on a cumulative basis. Management Fees and the carried interest generally are negotiable, and the General Partners have entered into and may in the future enter into side letters with certain investors pursuant to which the General Partners have agreed to reduce or waive the Management Fees and/or the carried interests applicable in connection with their investments in the Funds. Transaction and Oversight Fees In connection with the investments of certain Funds, various “Transaction Fees” and “Oversight Fees” (and similar types of fees) are paid or payable or may be paid or payable to affiliates, officers, consultants or agents of the Adviser or an affiliate thereof by a portfolio company or other third parties, as disclosed in the applicable Governing Documents. Transaction Fees typically include any fees and reimbursement of expenses received in connection with the consummation, disposition or termination of an investment attributable to the Fund and/or any fees received from a portfolio company, such as break-up fees, commitment fees, investment banking fees, termination fees, portfolio company management fees, directors’ fees, and other similar fees. Oversight Fees typically include fees paid in exchange for; assisting portfolio companies in the definition and implementation of business strategy; oversight of results; evaluation of business opportunities, such as acquisitions, mergers, or divestitures; and assistance with respect to financial matters, such as optimal capital structures and market knowledge. Subject to the applicable terms and conditions set forth in the Governing Documents of each Fund, the Adviser and its affiliates, officers and agents generally are not required to share any Transaction Fees, Oversight Fees or similar fees or compensation received by them in connection with the Funds with the Fund or the investors, but, in certain instances, a Fund’s allocable share of the net amount of such fees received by the Adviser and its affiliates, agents and officers with respect to such Fund may result in an offset or reduction in the Management Fees or are or may be received or retained by the Adviser and its affiliates in lieu of Management Fees. B. Management Fees are payable, and may be payable, out of current income, Disposition Proceeds of the Fund, drawdowns of Commitments or any other assets of the Fund determined by the General Partner to be available for such purpose (pursuant to the terms of the applicable Governing Documents). Transaction Fees and Oversight Fees are not paid or payable directly

by the Funds (or the investors) but are paid or borne by either the applicable portfolio company or other third parties. Carried interest distributions are made directly to the applicable General Partner or an affiliate thereof from time to time out of investment proceeds received by the Fund. C. The General Partners, the Adviser and affiliates generally will pay all of their respective ordinary administrative and overhead expenses, including salaries of employees, benefits and rent. Subject to the terms set forth in the applicable Governing Documents and in addition to the carried interest and, if applicable, Management Fee, each Fund generally will pay all costs and expenses attributable to the activities of the Fund including, without limitation: (i) all organizational expenses of such Fund and its General Partner (including expenses incurred in connection with the formation of the Fund and such General Partner and the offering of interests in such Fund); (ii) all out-of-pocket costs of the administration of the Fund, including accounting, audit, annual financial statement, federal income tax and Form K-1s, tax return preparation, consulting and legal expenses, costs of holding any meetings of partners, costs of any liability insurance obtained on behalf of the Fund and/or the General Partner, costs associated with the maintenance of books and records of the Fund, and costs associated with the preparation and dispatch to partners of checks, financial reports, and notices, and providing other information to existing and prospective investors; (iii) all expenses incurred in connection with the registration, qualification, or exemption of the Fund under any applicable laws; (iv) all expenses incurred in connection with the preparation of alterations and amendments to the Governing Documents; (v) subject to any applicable provisions of the Governing Documents, all expenses incurred in connection with any litigation involving the Fund (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith; (vi) subject to any applicable provisions of the Governing Documents, all expenses for indemnity or contribution payable by the Fund; (vii) all expenses incurred with administrative proceedings and/or audit relating to the Fund’s tax matters; (viii) all expenses incurred in connection with the dissolution and liquidation of the Fund; (ix) all expenses incurred on account of taxes, fees, or other governmental charges of the Fund; (x) all expenses incurred in connection with the acquisition, holding, and disposition of investments and all third party expenses incurred in connection with transactions not consummated; and (xi) all expenses incurred in connection with monitoring or engaging any transactions with a portfolio company. Subject to the terms of the applicable Governing Documents, a Fund may be required to bear or pay all expenses or costs incurred in connection with the engagement or appointment of third-party placement agents in respect of such Fund and any and all costs incurred in connection with warehousing or syndicating any portfolio company investment with respect to a Fund. Portfolio companies or third parties (and affiliates thereof) from time to time pay or reimburse certain personnel and affiliates of the Adviser and their related persons (including co-investors) for various expenses and costs incurred in connection with providing services to portfolio companies. Such expenses include, among other things, consulting fees or other compensation paid to affiliates of the Adviser, travel costs and expenses, (which may include first, business or coach class commercial travel or private charter travel (including non-commercial aircraft), lodging, and meals), meals and entertainment expenses and other expenses associated with management and other services provided to such portfolio companies. In addition, an affiliate of the Adviser may enter into services agreements with portfolio companies pursuant to which such affiliate provides certain administrative services in return for fees, subject to the terms and conditions set forth in the applicable Governing Documents.

The investment strategies employed with respect to the Funds generally do not involve the purchase or sale of publicly offered securities, and, as such, do not typically entail expenses related to brokerage commissions; however, such commissions may be payable under certain circumstances. See Item 12, below, for discussion of our brokerage practices. The foregoing is not intended to be exhaustive and is qualified in its entirety by the provisions in the applicable Governing Documents of each Fund. D. As stated above, any Management Fees are payable quarterly in advance. In the event that a Fund is terminated or dissolved, a proportionate share of any unearned Management Fees will be refunded to the applicable investors. Management Fees generally are prorated with respect to any partial calendar quarters (based upon the number of days remaining or elapsed in such quarter). Notwithstanding the foregoing, the General Partners and certain of their affiliates have entered into (and may in the future enter into) side letters with one or more investors that alter, modify or change the terms of the interests held by those investors (including, without limitation, reductions or changes to fees, most favored nations status, information rights, transparency rights and various other preferential rights or terms). E. Other than as described above, neither the Adviser nor any of its supervised persons receives any compensation from the sale of securities or other investment products.

A. The Adviser targets acquisitions, recapitalizations, buyouts, buy-and-builds, corporate divestitures and selected growth capital investments, typically investing $5 million to $100 million per portfolio company, in companies with enterprise values between $5 million and $200 million (or more). The Adviser focuses on proactively originated investment opportunities that can be purchased at lower purchase multiples and lower financial leverage. Focus industries include specialty manufacturing, food and beverages, pay television and broadcasting, oil field services and oil and gas exploration and production. In addition, the Adviser is also focusing on structured minority investments, which are generalist in nature and target each investment transaction to be between $15 million and $50 million. The strategy is focused on downside mitigation and meaningful participation in the upside through warrants, options, or waterfall distribution priorities. These structured minority investments will primarily be focused on companies that have significant asset or collateral value to mitigate the downside risk and will only be invested behind an appropriate amount of debt to further mitigate risk. The Adviser will attempt to negotiate disproportionate governance rights or influence in these financings. Investment Process The Adviser utilizes a proactive origination strategy in its deal origination. The Adviser focuses its outbound solicitation efforts on a select group of industries where it has developed domain expertise, management relationships, a demonstrated record of past investment success, or has performed extensive industry due diligence. Based upon its research, the Adviser develops targeted sub-sectors to thoroughly examine for investment opportunities. In other instances, potential transactions are brought to the Adviser by business owners, operating executives or investment banks in consideration of the Adviser’s reputation in the industry. The Adviser is constantly meeting with people regarding potential transaction opportunities, enabling it to see a wide range of transactions in any given year. Seeing a wide range of opportunities is believed to benefit the Adviser’s judgment in its assessment of valuation, capital structure, the strength of the management team and the growth opportunity that is presented. Since the Adviser’s relationship building process with business owners can often span years, these remaining companies continually form a portion of the Adviser’s backlog of future investment opportunities. The Adviser’s origination strategy promotes a thorough and extensive due diligence process. Since the investment team devotes substantial time to the establishment of personal and professional relationships with business owners, it enjoys greater access to their future management partners and is able to track performance of target companies over longer periods of time than usually afforded through an auction process. While the Adviser may employ third party professionals to assist with certain due diligence matters, the Adviser believes that the ability to foster management relationships and monitor company performance over an extended period of time prior to an investment represents the critical foundation to the Adviser’s due diligence process and investment discipline. Post-Closing Value Creation Subsequent to closing an investment, the investment team has historically taken an active role in the oversight and development of portfolio companies. Since these businesses are often entrepreneurially managed, the Adviser intends to devote a substantial amount of time in

providing advice and direction to its management partners on how to transform portfolio companies into professionally managed businesses which are capable of exploiting incremental growth opportunities. This transformation typically entails hiring supplemental management resources, introducing budgeting and reporting tools for goals setting and performance measurement, implementing enhanced IT systems for stronger reporting and operational control, and creating incentive programs, including performance bonuses and stock option plans for management. Additionally, the Adviser provides ongoing capital support and strategic advice in evaluating growth strategies. As a result of these undertakings, portfolio companies are often transformed into larger, more professionally managed enterprises that become marketable to a large universe of strategic and financial buyers. The Adviser has a wide network of relationships with investment bankers, consultants and operating executives. The Adviser uses this network to attempt to maximize value when it sells an investment. The investment strategies summarized above are not intended to be comprehensive. For more information regarding the Adviser’s and the Funds’ investment strategies, please see the applicable Governing Documents of the Funds. B. Certain Risk Factors. There can be no assurance that investors in the Funds will achieve their investment objectives or that investments in the Funds will be profitable. The Funds’ investment strategies involve a substantial degree of risk, including risk of complete loss. Nothing in this Brochure is intended to imply, and no one is or will be authorized to represent, that the Funds’ or the Adviser’s investment strategies are low risk or risk free. These investment strategies are appropriate only for sophisticated persons who fully understand and are capable of bearing the risks of investment. Prospective investors should consider the following risks, among others, before making any investment decisions. The various risks outlined below are not the only risks associated with the Funds’ investment strategies and processes and will not necessarily apply to each investor or each Fund. Investors are urged to consult with their own independent financial, legal and tax advisors before making any investment decisions. The following risks are qualified in their entirety by the risks set forth in the applicable Governing Documents. Lower Middle Market Investments. Companies in the lower end of the U.S. middle market are relatively small companies that may be unseasoned, unprofitable or lack established operating histories or earnings, and may lack technical, marketing, financial and other resources. These companies may be dependent upon the success of one product or service, a unique distribution channel or the effectiveness of its manager or management team. The failure of this one product, service or distribution channel or the loss or ineffectiveness of a key executive or executives within the management team may have a materially adverse impact on such companies. Furthermore, these companies may be more vulnerable to competition and to overall economic conditions than larger, more established entities. Although many of investments will be made in companies with existing operations, a Fund may invest at earlier stages, including the start-up stage. Particularly in early stage enterprises, a major risk exists that a proposed service or product cannot be developed successfully with the resources available to the portfolio company. There is no assurance that the development efforts of any portfolio company will be successful or, if successful, will be completed within the budget or time period originally estimated. Growth-Stage Investments. The Funds make investment in growth-stage companies. These companies are often characterized by short operating histories, new technologies and products, quickly evolving markets and management teams that may have limited experience working

together, all of which enhance the difficulty of evaluating these investment opportunities. The management of these companies will need to implement and maintain successful marketing, finance, personnel and other operational strategies in order to become and remain successful. Other substantial operational risks to which these companies are subject include uncertain market acceptance of the company’s products or services, a high degree of regulatory risk for new or untried and/or untested business models, products and services, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources and the potential for rapid organizational or strategic change. Risks Associated with Portfolio Investments. Identifying and participating in attractive investment opportunities and assisting in the building of (or improvements to) companies is difficult. There is no assurance that any investments will be profitable and there is a substantial risk that a Fund’s losses and expenses will exceed its income and gains. Any return on investment to the investors will depend upon successful investments made on behalf of a Fund by the Adviser or an affiliate. There generally will be little or no publicly available information regarding the status and prospects of portfolio companies. Many investment decisions by the Adviser will be dependent upon the ability of its partners and agents to obtain relevant information from non-public sources, and the Adviser often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. The marketability and value of each investment will depend upon many factors beyond the Adviser’s control. Although a partner or employee or officer of the Adviser may serve on a portfolio company’s Board of Directors, each portfolio company will be managed by its own officers (who generally will not be affiliated with the Funds, the Adviser or the General Partners). A Fund may hold minority positions in portfolio companies or acquire securities that are subordinated vis-à-vis other securities as to economic, management or other attributes. Portfolio companies may have substantial variations in operating results from period to period, face intense competition, and experience failures or substantial declines in value at any stage. New technological developments may have a negative effect on a portfolio company’s products and business. Portfolio companies may need substantial additional capital to support growth or to achieve or maintain a competitive position. Such capital may not be available on attractive terms. A Fund’s capital is limited and may not be adequate to protect such Fund from dilution in multiple rounds of portfolio company financings. The public market for financial services and related companies and other growth companies and middle market companies is volatile. Such volatility may adversely affect the development of portfolio companies, the ability of the Fund to dispose of investments, and the value of investment securities on the date of sale or distribution by the Funds. In particular, the receptiveness of potential acquirers to portfolio companies will vary over time and, even if a portfolio company investment is disposed of via a merger, consolidation or similar transaction, a Fund’s stock, security or other interests in the surviving entity may not be marketable. Similarly, the receptiveness of the public market to initial public offerings by portfolio companies may vary dramatically from period to period. An otherwise successful portfolio company may yield poor investment returns if it is unable to consummate an initial public offering at the proper time. Even if a portfolio company effects a successful public offering, a Fund or the portfolio company’s securities typically will be subject to contractual “lock-up,” securities law or other restrictions, which may, for a material period of time, prevent such Fund or the investors from disposing of such securities. There can be no guarantee that any portfolio company investment will result in a liquidity event via a merger, acquisition, initial public offering or otherwise, and there is a significant risk that the Fund’s investments will yield little or no return. The securities in which a Fund will invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, the investments made by a Fund are illiquid and difficult to value, and there is little or no

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As mentioned in Item 4, the Adviser provides investment advisory, management and supervisory services on a discretionary basis to affiliated pooled investment partnerships (the Funds) investing in private equity transactions. The Adviser may from time to time in the future provide advisory, management and other services to other types of clients, ventures, vehicles, accounts, programs and companies. Generally, there is no stated minimum for Commitments to a Fund. The General Partner of each Fund has the sole discretion to accept Commitments that it deems to be in the best interests of the Fund. Each investor generally is required to represent that it is, among other things, an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and/or a “qualified purchaser,” as such term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended.

As stated in Item 5 above, the General Partners (which are affiliates of the Adviser) generally receive or may receive performance-based fees from the Funds in connection with any Disposition Proceeds that are distributed to partners relating to dispositions of investments in portfolio companies (as “carried interest” distributions). These fees are subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. Performance-based fees (the carried interest), in general, may create an incentive for the Adviser and its affiliates to make investments that are riskier and more speculative than would be the case in the absence of a performance-based fee. The method of calculating the carried interest may result in conflicts of interest with respect to the management and disposition of investments, including the sequence of dispositions. Certain of our individual employees, agents and affiliates may be compensated to some extent based upon investment profits for which they are responsible and, accordingly, may face the same conflict. The Adviser generally attempts to mitigate or address the conflicts of interest associated with these carried interest distributions through (i) the requirement that invested capital, a preferred return and expenses be returned to investors before the General Partners are entitled to receive any carried interest distributions, (ii) a material investment in each Fund by affiliates of the Adviser and/or (iii) requiring the General Partners to return or clawback any excess carried interest distributions received by them. The Adviser and its affiliates manage and sponsor multiple Funds and other ventures, accounts, vehicles and entities with similar or different (or potentially overlapping) investment strategies and investments. A portfolio company owned by a Fund may directly or indirectly compete with portfolio companies owned by other Funds or ventures or vehicles or accounts managed or sponsored by the Adviser and its affiliates and the Adviser’s activities and obligations with respect to such other Funds, ventures, clients, vehicles and accounts may adversely affect other Funds or accounts (or portfolio companies owned by other clients or accounts). As a result of the foregoing, the Adviser and its affiliates and agents have or may have conflicts of interest in: (i) allocating their time and activities (and the time and activities of the Adviser’s personnel) among the multiple Funds (and the underlying portfolio companies owned by such Funds); and (ii) effecting transactions among the multiple Funds, ventures, vehicles, accounts or other entities, including ones in which the Adviser, Hicks Holdings, LLC, their principal(s), and/or affiliate(s) may have a greater financial interest. These conflicts of interest create or may create an incentive for the Adviser to favor a Fund in which the Adviser and/or affiliate(s) have a greater financial interest with respect to allocation of time and activity, limited investment opportunities, or investments that the Adviser regards as more attractive or better performing investments. However, the significant commitment by the Adviser and its affiliates to invest in the Funds and the applicable General Partner clawback provisions, among other things, should reduce the incentives to make more speculative investments or otherwise time the sale of investments based on considerations related to performance-based fees. In an attempt to address or mitigate these risks, the Adviser has implemented policies and procedures in an attempt to confirm equitable and fair treatment over time with respect to transactions among the multiple Funds.

A. Neither the Adviser nor any of our management persons is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither the Adviser nor any of its management persons is registered, or has 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. Affiliated Entities. As described in Item 4, the Adviser and the General Partners sponsor, manage, operate and advise various affiliated private pooled investment vehicles (the Funds). Certain of the Funds have affiliated and subsidiary entities that serve or act as holding companies or vehicles for certain investments made by such Funds. Each General Partner serves as the general partner of at least one of the Funds, and in some instances, more than one of the Funds. The General Partners are affiliated and under common control with the Adviser and operate a single advisory business with the Adviser. Any and all investment advisory services or advice with respect to the Funds are provided by, and subject to the supervision, oversight and control of, the Adviser. Portfolio Company Relationships and Conflicts. Certain officers, members, employees and/or affiliates of the Adviser serve (and may in the future serve) as directors, officers or committee members of certain portfolio companies of the Funds (or in similar or other capacities or roles with respect to such portfolio companies or affiliates thereof). Such persons could face conflicts of interest between discharging their duties as directors, officers or committee members, as the case may be, of such companies and acting in the best interest of the applicable Funds. Moreover, certain of the Adviser’s affiliates or agents also may serve as directors of public companies and their activities on behalf of those other companies may present actual and/or potential conflicts of interest (including conflicting fiduciary duties). The Adviser and its affiliates receive and may receive compensation and fees from companies (or third parties) in their capacities as directors, officers or committee members (or in connection with providing services to such companies or affiliates thereof) and, except as otherwise set forth in the applicable Governing Documents, this compensation generally will not be shared with the Fund or any investors (or may be retained by such persons in lieu of a Management Fee). Our affiliates and employees provide and may in the future provide services to enterprises that compete with portfolio companies for customers, suppliers, management or financial resources or in other respects. In addition, our affiliates and employees may assist other enterprises in obtaining capital and in acquisitions and dispositions of businesses, which may conflict with the interests of portfolio companies. Family Office. The Adviser is affiliated and shares office space, service providers and certain employees or personnel with Hicks Holdings, LLC, a family office established to manage the wealth and direct the investments of, and provide various other services to, the Principal’s family and affiliated entities. The activities of Hicks Holdings, LLC may present certain actual or potential conflicts of interest with the activities of the Adviser. Moreover, employees and personnel of the Adviser who also perform services for or engage in activities with respect to Hicks Holdings, LLC face conflicts of interest in allocating time, services and functions between Hicks Holdings, LLC (and its affiliates) and the Adviser’s investment advisory and other services and activities on behalf of the Funds.

D. The Adviser does not recommend or select other investment advisers for the Funds.

Trading A. The Adviser has adopted a written Code of Ethics designed to address and/or avoid potential conflicts of interest as required under Rule 204A-1 of the Advisers Act (the “Code”). The Code sets forth a standard of business conduct and compliance with federal securities laws by all of the Adviser's staff. The Code contains policies and procedures in an attempt to ensure that all personal securities trading by staff of the Adviser is conducted in such a manner as to avoid actual or potential conflicts of interest or any abuse of an individual's position of trust and responsibility. The Adviser prohibits (among other things) i) personal trading on certain securities or instruments; ii) requires pre-clearance of personal trades in certain circumstances, including purchases of an IPO or a new private placement; iii) requires periodic reporting of staff’s personal securities transactions and holdings; and iv) requires prompt internal reporting of Code violations. The Adviser has established procedures designed to prevent or detect the abuse of material, non-public information, which includes procedures for, among other things, the use and maintenance of restricted trading lists. Firm personnel are required to certify as to their compliance with the Code on at least an annual basis. Persons who violate the Code may be subject to remedial actions or measures, including, without limitation, profit disgorgement, fines, censure, suspension or dismissal. The Adviser will provide a copy of the Code to any investor or prospective investor upon request. B. As disclosed in this Brochure, affiliates of the Adviser serve as the General Partners of the Funds, and interests in such Funds are offered, issued and sold to prospective investors. From time to time, General Partners of the Funds may also solicit additional voluntary capital contributions to the Funds from existing and prospective new limited partners of the Funds. The General Partners’ relationships with the Funds, including their carried interests therein, are disclosed prominently to all prospective limited partners in the Funds prior to their investments. Whenever additional capital contributions to the Funds are solicited, the General Partners of the Funds provide existing limited partners with the opportunity to participate in such contributions in amounts that are proportionate to their respective interests in the applicable Funds. The Adviser, the General Partners and affiliates and agents thereof from time to time may cause a Fund to enter into transactions, arrangements or agreements or make investments that involve actual or potential conflicts of interest (including, without limitation, related party transactions and/or investments in which the Adviser or an affiliate thereof have a financial, economic or other interest). Among other things, (i) affiliates of the Adviser may make loans to a Fund in order to fund or pay fund expenses or other costs or amounts (provided that the terms of such loans are fair to the Fund and no less favorable to the Fund than would be obtained on arm’s length basis), (ii) affiliates of the Adviser may contribute or sell or transfer assets or investments to a Fund in exchange for an interest in such Fund, cash or a combination thereof, and (iii) the General Partners engage the Adviser, their affiliate, to provide or perform investment advisory and other services with respect to the Funds. In general, the Adviser or the applicable General Partner will attempt to disclose the material terms of any such transaction,

arrangement or agreement to the investors in the Governing Documents of a Fund and obtain the explicit approval and consent of each investor to such transaction in connection with its investment in the Fund. To the extent that a material conflict of interest arises after the closing of a Fund, the applicable General Partner typically has the authority pursuant to the Governing Documents to resolve such conflict of interest, considering in each case the relative interest of each party, including its own interest, to such conflict or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices and other principles. C. The Principal and other members of the management team of the Adviser have made (or may make) significant or material investments in the Funds. Such amounts may be invested pro rata with the limited partners of each Fund in all applicable Fund portfolio investments. Generally, neither the Principal nor any other members of the management team of the Adviser co-invest in portfolio investments other than through the Funds. D. The Adviser may offer co-investment opportunities to one or more persons (including all or certain investors) in its sole discretion. The Adviser is not expected to offer co-investment opportunities with respect to all client investments and may offer or allocate any such opportunities in its sole discretion, including for example, on the basis of size of investor commitments to the Funds. In making such allocation decisions, the applicable General Partner generally is entitled to consider any interests and factors as it desires, including placing its own interests ahead of the interests of any other person. The allocation of co-investment opportunities will in many or all cases involve a benefit to the Adviser and its affiliates including, without limitation, the receipt of fees or allocation of carried interest from the coinvestment opportunity (or a person related thereto), and capital commitments to the Funds. The Adviser may or may not charge management fees, one-time funding fees and/or carried interest in respect of co-investments, as it determines in its sole discretion. While the Adviser generally expects that co-investment vehicles that invest alongside one or more of the Funds will be allocated or otherwise will bear their allocable share of applicable expenses, there may be situations or circumstances where such vehicles or co-investors (or proposed co-investors) will not or may not bear or share in any or all their applicable share of applicable expenses. Investing in a Fund may not give investors rights, entitlements or priority to co-investment opportunities. The Adviser, the Funds, the General Partners, Hicks Holdings, LLC and/or one or more affiliates thereof could, subject to the limitations in the applicable Governing Documents, acquire an investment as principal and subsequently sell some or all of it to a Fund, other clients, vehicles or ventures managed or sponsored by the Adviser or an affiliate, or coinvestors in an affiliate or related party transaction. Similarly, subject to the limitations and terms set forth in the applicable Governing Documents, a Fund or other client will, in certain circumstances, acquire an investment and subsequently syndicate, or sell some or all of it, to the Adviser, Hicks Holdings, LLC, the General Partners, other clients or related persons of the Adviser, co-investors, joint venture partners or affiliates or related parties of the foregoing or other third parties. The Adviser may cause these transfers to be made at cost, or cost plus an interest rate or carrying cost charged from the time of acquisition to the time of transfer, notwithstanding that the fair market value of any such investments may have declined below or increased above cost from the date of acquisition to the time of such transfer. The Adviser may also determine another methodology for pricing these transfers, including fair market value at the time of transfer. Also, the Adviser will, in certain circumstances, charge fees on these transfers to either or both of the parties to them. The Adviser or its affiliates will from time to time be permitted to retain any portion of an investment initially acquired by them with a view to syndication to co-investors or other potential purchasers to the extent such portion

has not been syndicated after reasonable efforts to do so. Conflicts of interest are expected to arise in connection with these affiliate transactions, including with respect to timing, structuring, pricing and other terms. More specifically, a Fund could initially acquire all or a portion of certain investments (including through borrowings on a subscription-based credit facility or from the Adviser, Hicks Holdings, LLC or an affiliate thereof) intended as co-investments and syndicate all or a portion of such co-investments to one or more co-investors. The value of an investment during such period could increase by a greater amount, but a Fund will not receive the full benefit of such increase. The Adviser will have conflicting duties to a Fund and other vehicles, or ventures sponsored or managed by the Adviser or an affiliate when a Fund sells assets to such other vehicles or ventures, including as a result of different financial incentives the Adviser and its affiliates may have with respect to a Fund and such other vehicles or ventures. There can be no assurance that any assets sold by a Fund to any other venture or vehicle or account managed or sponsored by the Adviser or an affiliate thereof will not be valued or allocated a sale price that is lower than might otherwise have been the case if such asset were sold to a third party rather than an entity or vehicle affiliated with the Adviser or Hicks Holdings, LLC. The Adviser will not be required to solicit or obtain third-party bids prior to causing a Fund or other vehicle managed by the Adviser or an affiliate to sell an asset to other Funds or vehicles, ventures or entities managed or sponsored by the Adviser and/or its affiliates. A Fund and its portfolio companies (or affiliates thereof) may purchase assets from or sell assets to investors, portfolio companies of other vehicles, funds, ventures or companies managed or sponsored by the Adviser, their respective affiliates or their respective related parties. Purchases and sales of assets between a Fund or its portfolio companies, on the one hand, and investors, portfolio companies of other Funds or ventures or vehicles managed or sponsored by affiliates of the Adviser or their respective related parties, on the other hand, are not generally subject to the approval or consent of any investor in a Fund. These transactions involve conflicts of interest, as the Adviser or an affiliate may receive fees and other benefits, directly or indirectly, from or otherwise have interests in both parties to any such transaction.

A. The Adviser’s investment strategy involves making negotiated investments in privately held companies and the securities that typically are purchased and sold on behalf of the Funds are acquired and/or disposed of in privately negotiated purchase and sale transactions. As a result, the Adviser generally is not called upon to select or recommend broker-dealers for the purpose of buying or selling securities on behalf of the Funds. From time to time, the Adviser may use or be called upon to use or select a broker to effect transactions in public securities resulting from, or in connection with, portfolio investments. In those instances, the Adviser or the General Partner has full discretionary authority with respect to the selection of, and the commissions paid to, brokers. If the Adviser or a General Partner determines to engage a broker, the Adviser will select the broker considering the range and quality of its brokerage services, its execution capability, commission rate, financial responsibility, responsiveness, and the value of research provided, if any. B. In order to minimize execution costs and obtain best execution for all Funds, the Adviser or an affiliate may aggregate orders for multiple Funds, as long as aggregating would be in the best interests of each participating Fund. The Adviser does not currently have or enter into any soft dollar arrangements or investor referrals from broker-dealers in connection with Fund transactions.

A. Except as otherwise disclosed herein or in the applicable Governing Documents, the Adviser does not receive any economic benefit, including sales awards or prizes, from any third party for providing advisory services to the Funds. As disclosed in Item 5 and Item 10, portfolio companies or other third parties pay or may pay (and various affiliates and agents of the Adviser receive or may receive) certain fees and compensation to the Adviser’s affiliates, officers or agents, including transaction fees and oversight fees (and other service fees). The Adviser’s affiliates receive or may receive various fees and compensation in connection with transactions that are not ultimately consummated by the Funds. B. The Adviser and affiliates thereof have entered into, and may in the future enter into, agreements or arrangements with unaffiliated placement agents, marketers, financial advisors, investment banks, broker dealers and other similar entities to solicit and refer prospective eligible investors to the Funds, the Adviser or affiliates thereof (or to otherwise introduce the Adviser and its affiliates to prospective investors and capital providers). In consideration of the performance of these services, such placement agents, broker-dealers or other companies receive or may receive various forms of commissions, fees and other compensation from the Adviser or an affiliate thereof including, without limitation, (i) a percentage of the management fee and/or carried interests otherwise payable or allocable to the Adviser, a General Partner or any affiliate thereof by referred investors, (ii) a percentage of an investor’s commitment amount, (iii) a flat fee or retainer payment (including monthly or periodic retainer payments). A prospective investor solicited or marketed by a third-party placement agent engaged by the Adviser or an affiliate thereof will be informed of (and may be asked to acknowledge in writing its understanding of) any such arrangement. All fees or compensation in connection with such placement agent or solicitation or marketing activities or services will ultimately be borne by the Adviser or an affiliate thereof, and none of the investors in the Funds will be subject to any increased, or additional fees or charges (unless otherwise determined by the Adviser with the consent of any particular investor). Third-party placement agents in the United States generally will be registered as broker-dealers with the SEC (to the extent that they are compensated by the Adviser or an affiliate for referring or soliciting prospective investors in one or more of the Funds).

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the adviser or the integrity of adviser’s management. There are no legal or disciplinary events that are material to an evaluation of the Adviser’s advisory services or the integrity of management.

A. 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 generally conducts reviews of all portfolio company investments held in each Fund on at least an annual basis (or more frequently upon the occurrence of certain material events). Investment staff participates in the ongoing monitoring of Fund portfolios. The Principal is responsible for leading the reviews of all portfolio company investments. These reviews include, among other things, profitability, debt to equity rations, material business developments, competitive landscape and management. With respect to accounting matters, the Adviser has engaged an independent public accounting firm to conduct an annual audit of each of the Funds. B. Please see response to Item 13.A., above. C. Annually, each Fund will furnish or provide all limited partners with (or otherwise make available to) (i) audited financial statements prepared in accordance with U.S. generally accepted accounting principles, accompanied by the report of its independent certified public accountants, and (ii) tax information necessary for the completion of tax returns. These statements and information generally are provided to investors within 120 days after the end of each fiscal year of a Fund (or as soon as reasonably practicable thereafter). The Adviser may also provide other reports and statements to investors on a periodic basis. All such statements and reports are written. The Adviser or an affiliate generally will provide information that certain investors in the Funds may request from time to time, including additional information relating to the Funds and their portfolio companies, to the extent such information is readily available or may be obtained without unreasonable effort or expense. Investors that request or receive such information will consequently possess information regarding the business and affairs of the Funds and their portfolio companies that may not be known to other investors. As a result, certain investors can be expected to be able to take actions or make decisions on the basis of such information which, in the absence of such information, other investors do not take or make, and any such actions or determinations could have a material adverse effect or adverse impact on the Funds or the portfolio companies.

Due to the Adviser’s affiliation with the General Partners, the Adviser generally is deemed under Rule 206(4)-2 of the Advisers Act to have custody of the assets of the Funds. To the extent required pursuant to Rule 206(4)-2 of the Advisers Act, each Fund’s cash and securities are maintained and held at one or more qualified custodians. The General Partners are responsible for selecting qualified custodians and they may change custodians at any time and from time-to-time. Qualified custodians do not provide account statements directly to investors. The Adviser has engaged an independent public accounting firm (that is registered with and subject to inspection by the PCAOB) to conduct an annual audit of each of the Funds. Audited financial statements (prepared in accordance with U.S. generally accepted accounting principles) generally are provided to each investor in the Funds within 120 calendar days after the end of each fiscal year (or as soon as reasonably practicable thereafter). The names of the custodians currently engaged or retained with respect to each Fund are set forth in Section 7.B of Schedule D of Part 1A of the Adviser’s Form ADV.

The Adviser generally provides investment advisory and investment supervisory services to the Funds with respect to the types and amounts of investments to be bought or sold on behalf of each of the Funds (including the selection of investments and recommendations with respect thereto). Nevertheless, the General Partners generally have the ultimate authority to make investment decisions on behalf of the Funds (in a manner consistent with the applicable investment objectives, policies and guidelines set forth in the applicable Governing Documents). Each investor in a Fund generally grants the general partner thereof a limited power of attorney to enable the General Partner to execute the applicable partnership agreement and perform certain other activities in connection therewith on its behalf.

While the Adviser and/or the General Partners technically have proxy voting authority on behalf of the Funds, the Adviser generally does not expect to be called upon to vote proxies with respect to securities owned by the Funds, as the Funds typically do not acquire or hold publicly-traded securities. Nevertheless, in the event that the Adviser or a General Partner is called upon to vote proxies, it will vote such proxies in accordance with its proxy voting policy, which the Adviser believes is reasonably designed to ensure that the Adviser (or the General Partner) votes proxies in a manner that furthers the best interests of the applicable Fund. In general, proxy proposals, amendments, consents and/or resolutions generally are required to be voted in a manner that serves the best interests of the applicable Fund, as determined in the discretion of the Adviser or the applicable General Partner. The Adviser generally will attempt to identify actual or potential conflicts of interest that could compromise or be deemed to compromise the independence of the voting decisions when voting proxies on behalf of a Fund. In the event that a material conflict of interest is identified, the Adviser generally will attempt to resolve, mitigate or disclose such conflict (to the extent practicable) before voting any proxy. To address or resolve a potential material conflict, the Adviser generally will follow the procedures outlined in its proxy voting policy. In some instances, the Adviser may determine that it is in a Fund’s best interest for the Adviser to “abstain” from voting or not to vote at all and will do so accordingly. Investors generally may not direct or otherwise influence votes with respect to any particular proxy solicitation. Proxy voting reports, identifying how proxies were voted in the past and the Adviser’s proxy voting policy, are available upon written request to the Adviser at the address set forth on the cover page to this Brochure.

A. The Adviser does not solicit prepayment of more than $1,200 in fees per client, six (6) months or more in advance. B. There are no conditions that impair the Adviser’s ability to meet its contractual and fiduciary commitment to the client accounts. C. The Adviser has not been the subject of a bankruptcy petition at any time during the past ten (10) years.

General Information We have adopted policies and procedures that are believed to be reasonably designed to protect various records and non-public personal information of investors. Except as set forth in the applicable Governing Documents, the Adviser’s privacy policies and procedures or as otherwise authorized by each investor, non-public, personal information about investors is disclosed only as permitted by applicable law to our affiliates and service providers, including our accountants, attorneys, brokers, custodians, transfer agents and any other parties whose services are necessary or convenient to the services we provide.