Hill Path Capital LP

HPC is an investment advisory firm established in 2014 and organized as a limited partnership under the laws of Delaware. HPC is principally owned and controlled by HPC’s founder, Scott Ross (the “Principal”). HPC provides discretionary investment advice and management services to private investment funds (each, a “Fund”), which are generally structured as limited partnerships or limited liability companies. HPC pursues a long-term, contrarian, value-oriented investment strategy applying an active ownership, private equity investment model to public equity markets. HPC also opportunistically will make investments in private companies, public equity and debt. HPC also provides advisory services to certain co-investment vehicles (“Advisory Clients”, and together with the Funds, “Clients”) that are established and operated by third parties. HPC provides ongoing investment advice and monitoring services to these Advisory Clients. Each Client’s investment objectives, limitations and/or parameters are set forth in such Client’s confidential offering memorandum, limited partnership agreement, investment management agreement, and related documents (the “Client Documents”) provided to each investor in the given Client (each, an “Investor”). Please refer to Item 8 of this Brochure for additional detail related to HPC’s investment strategies and related risks. HPC tailors its investment advisory services to each Client. However, HPC does not tailor its advisory services to the individual needs of Investors, and Investors may not impose restrictions on investing in certain securities or types of investments. Persons reviewing this Brochure should not construe this Brochure as an offering of any of the Funds described herein, which will only be made pursuant to delivery of a confidential offering memorandum to prospective eligible investors. HPC does not participate in wrap fee programs. See Item 16 for disclosure related to side letters. As of December 31, 2024, HPC manages approximately $ 3,408,180,964 in Fund assets on a discretionary basis.

HPC is generally compensated by its Clients through Management Fees (as defined below) and/or performance-based Carried Interest (as defined below). HPC generally receives management fees based on a percentage of Client assets under management (the “Management Fee”). All Investors in the Funds and all Clients are “accredited investors” as defined under Regulation D of the Securities Act of 1933, as amended (“Securities Act”) and “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Company Act”) (or “knowledgeable employees” pursuant to Rule 3c-5 promulgated under the Company Act). Management Fees are paid quarterly in advance or on a future date at the discretion of the applicable General Partner (as defined below) and are deducted from each Investor’s assets invested in a Fund. Investors do not have the ability to choose to be billed directly for fees incurred. Management Fees payable to HPC may be reduced or waived on a case-by-case basis in the sole discretion of HPC or an affiliate thereof, and there may be variances in fees, including Management Fees, charged to certain Funds and/or Investors. Subject to a clawback and a preferred return for the benefit of the Investors, each General Partner or HPC, as applicable, is generally entitled to performance-based compensation, or carried interest (the “Carried Interest”), with respect to net profits generated by each Fund’s investments. Carried Interest may be waived on a case-by-case basis in the sole discretion of HPC or an affiliate thereof and certain Funds do not charge any Carried Interest. If an investment management agreement with a Fund is terminated before the end of any quarterly billing period, HPC will refund to the relevant Fund the amount of the Management Fees pro-rated from the date of termination to the end of the period the advance fee covered. The relevant Fund will then refund such amount to its Investors based on the amount of Management Fees paid by the Investors. As described above, fees, including Management Fees or Carried Interest, may differ among certain Funds and/or Investors. Please see Item 6 for important disclosures concerning side-by-side management. Additionally, a General Partner (as defined below) at its discretion has entered and may enter into additional agreements, or “side letters,” with Investors whereby such Investors may be subject to terms and conditions that vary from or are more advantageous than those applicable to other Investors. In connection with each Fund and its investments, affiliates under common control with HPC, which serve as general partners (together, the “General Partners” and each, a “General Partner”), or HPC may receive transaction and monitoring fees (“Supplemental Fees”) from third parties, including, but not limited to, portfolio companies of the Funds. If applicable, Supplemental Fees will reduce the Management Fee in an amount, if any, set forth in an applicable Client Document. In certain circumstances, as set forth in the applicable Client Document, such fees will be subject to acceleration upon certain triggering events, such as the sale or initial public offering of a portfolio company. Additionally, 100% of placement agent fees will be applied to reduce the Management Fee. HPC’s Principal or employees may, from time to time, serve as board members for portfolio companies and, to the extent received, HPC, the Principal or its employees will retain related director’s fees as compensation. For the avoidance of doubt, director’s fees are not Supplemental Fees. Furthermore, other fees (including advisory fees, consulting fees, and other fees) that are not Supplemental Fees (which may be paid in cash, equity or other forms) may be paid to HPC and will not offset the Management Fee unless set forth in a Client Document.

Supplemental Fees will be allocated pro-rata among Funds based on each Funds’ respective proposed commitments to or contributions made to such portfolio investment (or, if such portfolio investment is not made, that was expected to be provided) or on such other basis that the applicable General Partner determines to be fair and reasonable in their sole discretion. Any amounts allocated to the applicable Fund will then be applied to reduce the amount of Management Fees if a reduction of the Management Fee is provided for in the Client Documents. If a reduction of the Management Fee is not set forth in a Client Document, such amounts are retained by HPC without any such reduction. If a Client Document provides that the amount of Supplemental Fees to be applied to reduce the Management Fees paid by such Fund during the applicable quarterly period exceed the Management Fee payable during such period, the excess is typically credited against the Management Fee payable during the next applicable quarterly period and each succeeding period thereafter until the entire amount of the excess has been credited. To the extent such excess is greater than the amount of Management Fees due for all future periods, such excess will be treated as outlined in each applicable Client Document unless otherwise stated in the Funds’ applicable side letters with the Investors. Clients will typically be responsible for all expenses relating to their own operations. These expenses will vary, but typically include fees, costs and expenses directly related to the purchase and sale of investments, securities or other instruments; all costs and expenses, generally subject to a cap, incurred in connection with the organization of the given Fund, its General Partner and the other entities related thereto, including legal and accounting fees, printing costs, travel and out-ofpocket expenses and all costs and expenses incurred in connection with the offering of interests; expenses of custodians, counsel and accountants; any insurance, indemnity or litigation expenses; Fund administration expenses; compliance costs of the given Fund, its General Partner and the entities related thereto; any taxes, fees or other governmental charges levied against the given Fund; and any fees charged by any administrative service providers. In addition, each Fund will be responsible for all of its own fees and expenses due to any legal, financial, accounting, consulting or other advisors (including certain fees and expenses to Operating Partners (as defined below)) or any lenders, investment banks and other financing sources in connection with transactions which are or are not consummated. In certain circumstances, Advisory Clients may bear their own costs to implement the investment advice provided by HPC. With respect to certain Funds, to the extent HPC or its affiliates provide those certain Funds or their investments (or prospective investments) with legal, accounting, administrative or certain other services (such as back office support) typically performed by third parties or otherwise in lieu of having such services performed by third parties, such Fund may, although typically does not, pay for or reimburse the costs and expenses attributable to such services (including employment costs, as reasonably determined by HPC), provided that such expenses do not exceed reasonable market rates for such services as set forth in the relevant Fund’s governing documents. All references to travel-related expenses in the foregoing include all travel expenses, including, but not limited to, airfare, train fare, car rental costs, taxi and rideshare fares, accommodations, meals, events, and entertainment, subject to HPC’s travel policies. A Fund may directly or indirectly bear the fees, costs or expenses of certain services provided by the operating partners (the “Operating Partners”). The Operating Partners generally provide consulting and advisory services to HPC and are not employees or affiliates of HPC. While the fees, costs or expenses paid to Operating Partners are believed by HPC to be reasonable and generally at market rates, such arrangements are not negotiated at arm’s length and, from time to time, may be in excess of what would be charged by a third party for comparable activities. Fees

and compensation paid to Operating Partners may take a variety of forms, including, but not limited to, profit sharing payments, a profits interest in an individual portfolio company or a director’s fee for service on a portfolio company’s board of directors. Additionally, Operating Partners may be hired to serve as executives of HPC’s portfolio companies and would receive compensation directly from portfolio companies for such service. The fees, costs and expenses incurred by a Fund in connection with the Operating Partners will be treated as Fund expenses and such amounts will not, for the avoidance of doubt, offset the Management Fee. The applicable General Partner and HPC will be responsible for all of their respective routine dayto-day operating expenses, including office overhead and compensation of employees. Neither HPC nor any of its employees accepts compensation for the sale of securities or other investment products. Funds will utilize brokerage services and will bear the expenses of such services. Please refer to Item 12 of this Brochure for a description of HPC’s brokerage practices. Investors and prospective Investors should refer to the applicable Client Documents for a complete description of fees and expenses paid to HPC and its affiliates. The information contained herein is a summary only.

Investment Strategy HPC pursues a long-term, contrarian, value-oriented investment strategy applying an active ownership, private equity investment model to public equity markets. Additionally, HPC may opportunistically invest in private companies, public equity and debt. HPC will conduct a rigorous and comprehensive research and due diligence process prior to making each investment. HPC will make investment decisions based on its view of the quality of the underlying business, the level of understanding of the business, the attractiveness of the valuation, the scope for value-added improvements, the downside risk of the investment and the overall expected returns of the investment. Although HPC will generally focus on making investments in the equity securities of public companies, HPC may also invest in other types of investments including, but not limited to, derivatives, swaps, debt and other types of equity and non-equity investments. HPC may also selectively make short-sale investments. There can be no assurance that the investment objectives of any Client will be achieved, that any Client will otherwise be able to successfully carry out its investment program, or that an investor will receive a return on its capital contributed to any Client. Summary of Risk Factors Despite HPC’s research and analysis, investing in securities involves risk of loss that Investors and prospective Investors must be prepared to bear. HPC’s investment strategy entails substantial risks, including, but not limited to, those listed below. Further risk factors are discussed in the applicable Client Documents. Illiquid and Long-Term Investments. Investment in a Fund requires a long-term commitment with no certainty of return. While each Fund intends to invest the majority of its capital in publicly traded investments, some of its investments may be highly illiquid, and there can be no assurance that a Fund will be able to realize on such investments in a timely manner. While an investment may be sold at any time, it is generally expected that a Fund will hold its investments for a number of years after the investment is made. In addition, in some cases a Fund may be prohibited by contract or legal or regulatory reasons from selling certain investments for a period of time. General Economic and Market Conditions. A Client’s activities may be significantly and adversely affected by general economic and market conditions, such as interest rates, availability and costs of credit, a lack of price transparency, credit defaults, inflation rates, economic uncertainty, changes in tax, currency control, and other applicable laws and regulations, trade barriers, and national and international political, environmental and socioeconomic circumstances (including wars, terrorist acts or security operations). Market disruptions in a single country could cause a worsening of conditions on a regional and even global level. A worsening of general economic and market conditions would likely affect the level and volatility of securities prices and the liquidity of Clients’ investments, which could impair their profitability, result in losses and impact limited partners’ investment returns. A depression, recession or slowdown in the global economy or one or more regional markets (or any particular segment thereof) would have a pronounced impact on HPC, Clients, and the portfolio investments (which would likely be exacerbated by the presence of leverage in a particular portfolio investment’s capital structure) and could adversely affect their profitability and ability to execute on their business plans, satisfy

existing obligations, make and realize investments successfully, originate or refinance credit or draw on existing financings and commitments (including limited partners’ commitments). The market price of any publicly traded securities held by Clients will separately be impacted by these conditions including in a manner that does not reflect the direct impact on the relevant portfolio investments. Material Non-Public Information. By reason of their responsibilities in connection with the activities of a Client or otherwise, certain employees of HPC, a General Partner and their respective affiliates, officers, directors and personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The given Client will not be free to act upon any such information. Due to these restrictions, a Client may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Board Participation. It is possible that an investment program may from time to time enable HPC to place its representatives on boards of certain companies in which that Client has invested. While such representation may enable HPC to enhance the sale value of its investments, it may also prevent the given Client from freely disposing of its investments, because affiliates are restricted with respect to resales, and board representation may also subject the given Fund to additional liability. With respect to the Funds, a Fund will indemnify its General Partner, HPC or any other person designated as a board representative by its General Partner or HPC for claims arising from such board representation. Each Fund will attempt to balance the advantages and disadvantages of such representation when deciding whether and how to exercise its rights with respect to such companies, but the exercise of such rights could produce adverse consequences in particular situations. Leverage of Portfolio Companies. Because a Client’s investments may include securities of companies with leveraged capital structures, such investments will be subject to increased exposure to adverse economic factors such as an increase in interest rates, a downturn in the economy or further deterioration in the economic conditions of such company or its industry. Similarly, a Client may invest in entities that are unable to generate sufficient cash flow to meet principal and interest payments on their indebtedness. Accordingly, the value of an investment in such an entity could be significantly reduced or even eliminated due to further credit deterioration. Investments in Public Companies. Clients could invest in the debt obligations or securities of public companies or take private portfolio companies public. Investments in public companies could subject Clients to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, movements in the stock market and trends in the overall economy, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the investing Client to dispose of such securities at certain times (including due to the possession by such Fund of material non-public information), increased likelihood of shareholder litigation against such companies’ board members, which could include HPC personnel, regulatory action by the SEC and increased costs associated with each of the aforementioned risks. In the event that the investing Client acquires fixed income securities and/or other instruments that are publicly traded, the investing Client will be subject to certain inherent risks. In some circumstances, the investing Client may be unable to obtain financial covenants or other contractual rights, including management rights, that it might otherwise be able to obtain in making privately-negotiated debt investments. Moreover, the investing Client may not have the same access to information in connection with investments in public instruments, either when investigating a potential investment or after making an investment, as compared to a privately-negotiated debt investment.

Risks of Certain Investments. A Client may invest in companies undergoing significant economic and corporate change. Because of the inherently speculative nature of this activity, the results of a Fund’s operations may fluctuate from period to period. The returns generated from such an investment program may not adequately compensate Investors for the business and financial risk assumed. A Client’s investments may be adversely affected by changes in economic conditions or political events that are beyond its control. Portfolio Turnover. While each Fund does not expect to actively trade into and out of specific positions, a Fund will not be restricted in effecting transactions by any specific limitations with regard to its portfolio turnover rate. Fund investments may be sold for a variety of reasons, such as a more favorable investment opportunity or other circumstances bearing on the desirability of a continued position in such investments. Accordingly, a Fund’s investment program could result in substantial portfolio turnover. Distributions. There can be no assurance that the operations of a Fund will be profitable, that a Fund will be able to avoid losses or that cash from its investments will be available for distribution to the Investors. A Fund will have no source of funds from which to pay distributions to the Investors other than income and gain received on its investments and the return of capital. Leverage; Risk of Borrowing. A General Partner may utilize leverage in connection with the investments. Although a General Partner will seek to use leverage in a manner it believes is prudent, such leverage will increase the exposure of an investment to adverse economic factors such as rising interest rates, downturns in the economy, or deteriorations in the condition of the investment. Borrowings by a Fund or its subsidiaries have the potential to enhance a Fund’s returns; however, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Fund’s or such subsidiaries’ cost of funds. Use of Subscription Line Facilities. Certain Clients obtain subscription line facilities to facilitate investments, support ongoing operations and activities of the Clients and their respective portfolio investments, enable the Clients to pay fees or expenses and liabilities and for any other purpose for which the Clients can call capital from their respective investors. Subscription line facilities will typically be entered into on a cross-collateralized basis with any feeder vehicles investing into a Client. If a Client obtains a subscription line facility, it is expected that the Client’s capital needs will in most instances be initially satisfied through borrowings by the Client under the subscription line facility and, less so, by drawdowns of capital contributions by the Client. As a result, capital calls are expected to be conducted in larger amounts on a less frequent basis in order to, among other things, repay borrowings and related interest expenses due under such subscription line facilities. Where a Client uses borrowings under a subscription line facility in advance or in lieu of receiving capital contributions from investors to repay any such borrowings and related interest expenses, the use of such facility will result in a higher or lower reported internal rate of return than if the facility had not been utilized and instead capital contributions from investors had been contributed at the inception of an investment. This will present conflicts of interest, as HPC will have various incentives to use the subscription line facility if the use of such facility results in a higher reported internal rate of return, including marketing efforts of Clients. For example, the interest rate on any borrowings is likely to be less than the rate of the preferred return due to the investors under the applicable Client Documents. Because the preferred return of Clients typically does not accrue on such borrowings, but rather only accrues on capital contributions when made, the use of such subscription line facilities could reduce or eliminate the preferred return received by the investors and accelerate or increase distributions of performance-based allocation to the relevant general

Read the rest in the brochure

HPC organizes and serves as an investment manager to private investment funds, single investor funds, co-investment vehicles, and other structured investment vehicles. Investment advice is provided to the Clients and not individually to Client investors. In connection therewith, HPC may sponsor and manage investment vehicles on a transaction-bytransaction basis to allow certain investors or other persons to invest alongside one or more Funds in specific investment opportunities and other assets of the Funds. HPC generally requires Fund investors to make a minimum capital commitment that varies from Fund to Fund and capital commitment thresholds may be waived or modified by HPC (or the applicable General Partner) in its sole discretion.

As described in Item 5, HPC (or one of its affiliates) is generally eligible to receive performancebased compensation from Clients upon the distribution of investment proceeds. The receipt of performance-based compensation creates an incentive for HPC to make more speculative, riskier investments on behalf of Clients than it otherwise would make in the absence of such performancebased compensation. Additionally, as discussed under Item 5 above, the amount of Management Fees and Carried Interest that HPC receives can vary depending upon the Client. Due to such discrepancies, a potential conflict of interest could arise. Such variance in fees may create an incentive for HPC to dedicate resources and allocate more investment opportunities to Clients that pay higher management fees and/or performance-based compensation. HPC addresses this potential conflict through regular monitoring of a Client’s portfolio, as described in Item 13 of this Brochure, in order to help ensure that a Client’s investments are consistent with the applicable investment guidelines and risk management policies. With respect to the Funds, the Principal invested a substantial amount of capital in the Funds, thus aligning, to some extent, the interests of HPC with the interests of each Fund. Further, the Client Documents provide Investors and potential Investors with extensive disclosure regarding the potential risks relating to an investment in a Fund, including material conflicts of interest. Please see Item 11 for additional information concerning conflicts of interest relating to performance fees and allocation of investment opportunities. Complete fee disclosures, as well as descriptions of related potential conflicts of interest, are provided in the Client Documents. Investors and prospective Investors should review such disclosures carefully.

Neither HPC nor any of its management persons is registered, or has an application pending to register, as a broker-dealer, registered representative of a broker-dealer, futures commission merchant, commodity pool operator, commodity trading advisor, or is an associated person of any of the above. HPC serves as the investment manager to each Fund. As set forth above, each General Partner is an affiliate of HPC by common ownership and control. Any persons acting on behalf of a General Partner are subject to the supervision and control of HPC. HPC’s affiliation with the General Partners creates a potential conflict of interest in that such affiliation may cause HPC or the General Partners to take greater risks than they may have otherwise. This conflict of interest is addressed as described in Item 6. HPC has adopted a Code of Ethics concerning trading by personnel of HPC that is designed to detect and prevent potential conflicts of interest between HPC, each Fund and each Fund’s Investors. Please refer to Item 11 below for additional information regarding HPC’s Code of Ethics.

HPC has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 of the Advisers Act. The Code applies to HPC’s “Access Persons,” which generally includes all employees of HPC and its affiliates. The Code sets forth a standard of business conduct and requires Access Persons to act in the Funds’ best interests and in accordance with applicable rules and regulations. Upon hire and at least annually thereafter, all Access Persons are required to acknowledge their receipt of and agreement to abide by the Code. Further, Access Persons are required to promptly bring violations of the Code to the attention of HPC’s Chief Compliance Officer. HPC prohibits most personal trading by its Access Persons, except for transactions in certain securities and instruments that are exempt from this policy, such as trading in mutual funds, ETFs, money market funds, United States treasuries, and cash equivalents. The Code details HPC’s policies for maintaining current and accurate records of all personal securities accounts of its Access Persons and their immediate family residing it their households, as well as accounts over which Access Persons have discretion. HPC maintains a “Restricted List” with the names of issuers of securities about which HPC (or its Access Persons) has learned material, non-public information. Access Persons are strictly prohibited from trading securities on the Restricted List (or any other securities to which the material, non-public information relates). HPC recognizes the potential for conflicts of interest. Procedures for identifying and resolving such potential conflicts are discussed in the Code. Also, as discussed below, the applicable Fund’s LP Advisory Committee (as defined below) may be called upon, as necessary, to provide advice and counsel in connection with potential conflicts of interest and other matters related to a Fund. The paragraphs above only represent a summary of the key provisions in HPC’s Code. Investors or prospective Investors may obtain a copy of the Code upon request. Certain of the General Partners have established a committee (the “LP Advisory Committee”) comprised of representatives of selected Investors. The LP Advisory Committee provides advice and counsel as requested by the General Partner in connection with potential conflicts of interest and other matters related to a Fund. There can be no assurance that HPC or the General Partner will resolve all conflicts of interest in a manner that is favorable to the given Fund, but in all circumstances, HPC will attempt to resolve any conflicts of interest by exercising the good faith required of fiduciaries, and further believes that it will be able to resolve conflicts on an equitable basis. In the event that HPC or an affiliate is entitled to receive higher management fees and/or a higher percentage of performance-based compensation of the account of one Client than the percentage that HPC or an affiliate receives from another Client with a similar investment strategy, then HPC may have an incentive to favor, or to allocate certain riskier or more speculative investments to, the Client that is subject to the higher management fees and/or higher percentage of performance-based compensation. With respect to the Funds, to alleviate potential conflicts of interest that could arise from simultaneously pursuing active investments on behalf of two or more Funds with similar/overlapping investment strategies, a Fund’s Client Documents will typically prohibit HPC,

without the prior approval of the Fund’s LP Advisory Committee, from closing on a successor Fund with an investment strategy substantially similar to that of the current Fund until such date(s) when permitted by the current Fund. Dispositions of Investments Held By Multiple Clients From time to time, the same security may be held in the account of one or more Clients. If the term of a Client account ends at a different time than other Client accounts, HPC may be required to sell a security in one Client account before another. Furthermore, certain Clients may not be restricted in their ability to sell a security at any time. These sales may impact the values of such securities and the returns of the other Client accounts. Investments in Which the Clients Have a Different Interest The Clients may invest in a broad range of securities, instruments and obligations throughout the corporate capital structure. These investments may include (but are not limited to) investments in corporate loans and debt obligations, preferred equity securities, common equity securities and derivatives. It is possible that one Client may invest in a different part of the capital structure of a company than another Client. For example, one Client could purchase debt or other instruments from a company at a different level in its capital structure than another Client’s investments. In other situations, one Client may hold similar securities in the same level of the capital structure of the same company but may have different investment objectives. In these situations, HPC is expected to face a conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, such Clients (e.g., with respect to the terms of such debt securities or other instruments, the enforcement of covenants, the terms of recapitalizations, exercise of rights, pursuit of remedies, investment objectives, etc.). In addition, where more than one Client invests in different parts of the capital structure of a company, their respective interests may diverge significantly in the case of financial distress of the company. For example, in a bankruptcy proceeding a Client’s interest may be subordinated or otherwise adversely affected by virtue of the involvement of other Clients and actions relating to their investment. While the possibility of conflicts in such circumstances can never be fully mitigated, prior to making any new investment in an investment on behalf of a Client, HPC will consider whether the interests of other Clients invested in the capital structure of the company may impair its ability to act in the best interest of the Client in question. When HPC is required to take action that presents a conflict, HPC is expected to, but will not be obligated to, take one or more actions on behalf of a Client, including, without limitation, any one or more of the following: (i) causing a Client to remain passive in a situation in which it is otherwise entitled to vote, which may mean that such Client defers to the decision or judgment of an independent, third party investor in the same class of equity or debt securities or other financial instruments held by the Client; (ii) referring the matter to one or more persons that is not affiliated with HPC to review or approve of an intended course of action with respect to such matter; (iii) consulting with the limited partners on such matter or otherwise requesting that the limited partners (or an advisory board) approve such matter; (iv) as between two Clients, ensuring (or seeking to ensure) that the underlying investors therein own interests in the same securities or financial instruments and in the same proportions so as to preserve an alignment of interest; (v) establishing ethical screens or information barriers to separate HPC investment professionals or assigning different teams of HPC investment professionals, in each case, who are supported by separate legal counsel and other advisers, to act independently of each other in representing different Clients that hold different classes, series or tranches of an issuer’s capital structure; or (vi) causing a Client to divest itself of a security, which may include a cross trade or sale to a limited partner of a Client. There can be no assurance that any of these measures

will be feasible or effective in any particular situation, and it is possible that the outcome for one Client will be less favorable than might otherwise have been the case if HPC had not had duties to other Clients. Investor Due Diligence Information Due in part to the fact that potential investors in a Client (including purchasers of a limited partner’s interests in a secondary transaction) may ask different questions and request different information, HPC may provide certain information to one or more prospective investors that it does not provide to all of the prospective investors, limited partners or clients. Co-Investments Subject to any specific allocation requirements set forth in the Client Documents and/or side letters granted to Investors, the following selection and allocation criteria will be considered in determining the selection of co-investors and the allocation of co-investment opportunities. Co-Investor Determination/Selection Criteria Co-investments will be offered to investors based on a range of factors, including, but not limited to: • • • • • •

• • •

Size of a co-investment opportunity; Strategic value of a prospective co-investor to the portfolio company to which a co-investment opportunity relates; The ability of a prospective co-investor to conduct its own due diligence, make an investment decision and fund a co-investment opportunity within the applicable timeline for completing the co-investment; Whether a prospective co-investor has the financial and other resources to make the co-investment; Whether a prospective co-investor has previously indicated a desire to make investments of the type represented by the co-investment opportunity; Whether a prospective co-investor is likely to prove to be a suitable partner to the portfolio company to which the co-investment opportunity relates (e.g., by demonstrating to the applicable Fund’s general partner and/or such portfolio company’s satisfaction that it: (i) will be able to meet future investment needs of such portfolio company on a timely basis and (ii) adequately understands the business plan and operations of such portfolio company); Any requirements or restrictions relating to the selection of co-investors set forth in the governing documents of the Fund(s) to which a co-investment opportunity relates and/or in any side letters granted to applicable Investors; Tax, legal and/or regulatory considerations; and Any other factors determined by the applicable Fund’s general partner, in its sole discretion, to be relevant to the co-investor selection process.

Allocation Amongst Interested Co-Investors After the selection of interested co-investors, co-investment opportunities will be allocated first on allocation-related requirements (including capacity reserves) set forth in any side letters granted to

Investors in the Fund(s), as well as any applicable legal or regulatory requirements. After such allocations, HPC and its affiliates will, in their sole discretion, determine the allocation of such investment opportunity that is available for co-investment. In addition, a Fund is permitted to buy assets from, or sell assets to, HPC, its affiliates or its management personnel (including the Principal). This could potentially create a conflict of interest between HPC and a Fund because HPC would have an incentive to negotiate more favorable terms for itself, its affiliates or its management personnel at the expense of the Fund. As a result, HPC is subject to notice and consent obligations in connection with the operation of the Funds for which it acts as an investment manager in the event it enters transactions deemed to be “principal transactions.” HPC has established policies and procedures that address these principal transactions. Additionally, the Client Documents may establish the terms of any principal transactions or restrict principal transactions. To the extent that a Fund may engage in principal transactions with HPC, its affiliates or its management personnel, HPC provides Investors disclosure of the potential for principal transactions and the process for approving such transactions. Any principal and cross transactions will be executed in accordance with Section 206(3) of the Advisers Act. Cross-Trading Policy HPC has adopted a Cross-Trading Policy to address any potential conflicts which might arise from effecting trades between client accounts. This policy permits HPC to effect trades between Funds where HPC believes it to be in the best interests of both Funds and permitted under the Client Documents of each Fund, subject to the following limitations and guidelines: (1) HPC will not effect a cross trade between Funds if such cross trade would constitute a principal transaction, unless prior notice and consent requirements required by law are satisfied. (2) The cross trade shall be effected for cash consideration at the current fair value of the particular securities. (3) Neither HPC nor any of its affiliates may receive any compensation for effecting the trade. Subject to the foregoing guidelines, it is HPC’s policy prior to effecting a cross trade, whether for rebalancing or for any other purpose, to determine independently that such cross trade would be appropriate for both Funds involved, based upon, among other things, each Fund’s investment/risk parameters, assets under management, liquidity and portfolio exposure, tax considerations and any other relevant factors.

Best Execution HPC has sole authority for selecting the broker-dealer used in each transaction of publicly-traded securities and for negotiating fees paid to the broker-dealer in connection with such transactions. When executing transactions in exchange-traded securities, HPC recognizes that it has a duty to obtain “best execution” for any securities transactions made for a Fund. HPC will consider a number of factors in selecting appropriate broker-dealers, including, but not limited to, commission rates, reliability, financial responsibility, strength of the broker, ability of the broker to efficiently execute transactions, the broker’s facilities and the broker’s provision or payment of the costs of brokerage and research services. In the selection of brokers, HPC may also be influenced by other services provided by brokers including, without limitation, marketing assistance, consulting with respect to technology, operations or equipment and other services or items. HPC may utilize third-party outsourced trading services providers. The total execution costs associated with transactions executed through such providers typically exceed the costs charged by prime brokers. This additional cost is offset, in part, through what HPC believes are better execution prices that such providers are able to obtain. HPC believes that the use of an agent in such instances is consistent with its duty of obtaining “best execution” for its Funds. HPC conducts periodic and systematic evaluations of its broker-dealers and trading practices in an effort to meet its duty to obtain “best execution” of securities transactions. Directed Brokerage Arrangements HPC does not have directed brokerage arrangements. Soft Dollars The Client Documents of certain Clients authorize the use of soft dollars. HPC has not entered into soft dollars arrangements and, if in the future HPC elected to do so it expects that such arrangements would fall within the “safe harbor” under Section 28(e) of the Exchange Act. Section 28(e) of the Exchange Act provides a safe harbor that allows an investment adviser to pay more than the lowest available commission in order to obtain research and brokerage products and services (commonly referred to as a “soft dollar” arrangement). That practice involves a conflict of interest, but Section 28(e) of the Exchange Act provides that it would not breach HPC’s fiduciary duty to a Fund if the products and services consist of “research” or “brokerage” and certain other conditions and requirements are met. HPC is authorized to pay higher prices for the purchase of securities from, or accept lower prices for the sale of securities to, brokerage firms that provide it with such research and trading related products and services or to pay higher commissions to such firms if HPC determines such prices or commissions are reasonable in relation to the overall services provided. Accordingly, a Fund may be deemed to be paying for research and other products and services with “soft” or commission dollars.

HPC may utilize proprietary and third-party research and brokerage products and services provided by brokers that provide value to a Fund’s investment activities. Such research and brokerage products and services could include: reports on or other information about particular companies or industries; economic surveys and analyses; recommendations as to specific securities; financial and industry publications; portfolio evaluation services; financial database software and services; computerized news, pricing and statistical services; analytical software; proxy analysis services and systems; quotation services; and other products and services that may enhance HPC’s investment decision-making. HPC’s use of soft dollars currently falls within the safe harbor provided by Section 28(e) of the Exchange Act. The fact that HPC may be provided with research and brokerage products and services rather than having to produce or pay for such products and services itself presents a conflict of interest and could incentivize HPC to choose brokers providing such products and services. Subject to its best execution obligations, HPC may use capital introduction or referral services provided by broker-dealers for a Fund. If HPC were to pay for such services with its soft dollars, such services would fall outside the safe harbor. This presents a potential conflict of interest because HPC is compensated based upon assets under management and performance and therefore has an incentive to select broker-dealers based upon investor referrals, which could lead to higher compensation for HPC. HPC may consider such services in selecting broker dealers for a Fund and address the potential conflicts of interest in connection with its brokerage practices through its best execution review process. Trade Aggregation If HPC determines that it would be appropriate for the Main Funds and other vehicles or accounts sponsored or managed by HPC or its affiliates to participate in an investment opportunity (taking into account such factors as HPC in good faith deems appropriate), HPC will seek to execute orders for all of the participating accounts on an equitable basis. If HPC has determined to trade in the same direction in the same security at the same time for the Main Funds and other vehicles or accounts, HPC is authorized generally to combine such order and if all such orders are not filled at the same price, the orders may be filled at an average price, which normally will be the same average price at which contemporaneously entered proprietary orders are filled on that day. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions HPC may allocate the trades among the different accounts on a basis that it considers equitable. Situations may occur where one vehicle or account could be disadvantaged because of the various other activities conducted by HPC.

HPC is not currently party to any agreement to compensate a third party for investor referrals and marketing advice but may enter into such agreements or arrangements in the future. HPC will seek to ensure that these arrangements are in compliance with the applicable rules and regulations of the Advisers Act. HPC effectively bears any placement agent fees either directly or by offsetting the Management Fees payable to it by the amount of any placement agent fees on a dollar-for-dollar basis. Investors should be aware that the receipt of compensation by a placement agent or third party solicitor may create a conflict of interest, and may affect the judgment of the placement agent or solicitor when making a recommendation for an investment with a Fund managed by HPC. In addition, any third-party compensation arrangement will comply with federal and state laws regulating third-party compensation. Please refer to Item 12 above for disclosure regarding HPC’s use of capital introduction or referral services provided by broker-dealers for a Fund.

Neither HPC nor any of its management persons have any legal or disciplinary events that would be material to an Investor’s evaluation of HPC or the integrity of HPC’s management.

HPC continuously reviews investments for investment performance, valuation changes, market developments, adherence to investment guidelines and strategies, risk analysis and monthly reporting. Generally, Investors will receive unaudited quarterly reports, annual audited financial statements within 120 days of the fiscal year-end (i.e., generally by April 30) and annual tax information.

HPC is deemed to have custody of each Fund’s assets pursuant to Advisers Act Rule 206(4)-2. To ensure compliance with Rule 206(4)-2, the Funds undergo an annual audit performed by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The audited financial statements are distributed to Investors within 120 days of each Fund’s fiscal year-end.

HPC has discretionary authority to manage securities accounts on behalf of each Fund, subject to the applicable Client Documents. Investors do not have the ability to impose limitations on the discretionary authority of HPC. HPC or the applicable General Partner may, from time to time, cause a Fund to enter into side letter agreements. Such side letter agreements may provide certain Investors with terms (e.g., Management Fees, Carried Interest, rights to participate in co-investment opportunities, limitations on certain investments, etc.) additional to, or different from, those terms set forth in the Client Documents. Investors of a Client could also negotiate with the applicable General Partner in side letter agreements for more specific limitations applicable to the Investor, such as prohibited investments in specified countries, that could result in such Investor (but not necessarily the Client itself) not participating in such prohibited investments.

HPC understands and appreciates the importance of proxy voting. HPC has developed policies and procedures in the event that it must vote proxies on behalf of each Fund. HPC will vote any proxies received in the best interests of each Fund and in accordance with the applicable Client Documents. Prior to voting any proxies with respect to a Fund, HPC will review the applicable proxy solicitation materials for potential conflicts of interest. If a conflict is identified, HPC will determine whether the conflict is material. If no material conflict is identified pursuant to these procedures, HPC will vote such proxy in accordance with the best interests of each Fund in a manner that HPC believes would maximize the value or minimize the losses of each Fund. If a material conflict is identified, HPC will consider the conflict and determine what course of action is in the best interests of each Fund and how to mitigate such conflict. Steps used to mitigate a conflict of interest may include, but are not limited to, voting in the manner determined to be in the best economic interests of a Fund, voting in the manner determined to be appropriate in consultation with outside counsel or voting in accordance with the recommendations of an independent third-party proxy voting service. Further, HPC will determine (in its sole discretion) whether it is appropriate to disclose the conflict to Investors. Investors do not have the ability to direct proxy votes. Investors may obtain additional information regarding how HPC has voted proxies and may obtain a copy of HPC’s proxy voting policies and procedures by contacting the Chief Compliance Officer.

HPC has no financial condition that impairs its ability to meet contractual commitments to clients. HPC has not been the subject of any bankruptcy petition.