HMI Capital Management, L.P.

HMI Capital Management, L.P. (“HMI” or “we”), a Delaware limited partnership, began operations in November 2008. HMI currently provides discretionary investment advisory services to private funds (each, a “Fund” and collectively, the “Funds”). HMI is the investment manager of each of the Funds. HMI Capital Fund GP, LLC (the “General Partner”), an affiliate of HMI, is the Funds’ general partner. Marco (“Mick”) Hellman, Radhakrishnan (“RK”) Mahendran and Avery Schwartz are the principal owners of HMI. Each Fund is managed in accordance with its own investment objectives and is not tailored to any particular private fund investor (each an “investor” or “limited partner”). In managing the Funds, HMI focuses primarily, but not solely, on investing in public and private equities. However, HMI is authorized to enter the Funds into any type of investment transaction that it deems appropriate under the terms of the respective Fund’s governing documents. Please see “Methods of Analysis, Investment Strategies and Risk of Loss” section below for additional information. HMI’s investments in private companies are limited to those investors who have “opted in” to HMI’s side pockets. Investments held in side pockets cannot exceed 25 percent of each investor’s capital account, calculated using the cost basis of the private investments. HMI seeks to hold a concentrated portfolio focused on three industry sectors: Software & Technology, Financial Services, and Consumer & Business Services. The Funds’ investors do not have the right to specify, restrict, or influence the Funds’ investment objectives or any investment or trading decisions. The Funds’ investment objectives and restrictions are contained in their distinct governing documents. HMI tailors its advisory services to the objectives and restrictions set forth in the Funds’ governing documents. HMI currently provides advice only to the Funds, but may, from time to time, serve as the investment manager for additional funds or products, such as co-investment vehicles, which may invest alongside the Funds, and may offer investors in the Funds the opportunity to co-invest with the Funds in particular investments. HMI and its affiliates are not obligated to arrange co-investment opportunities for investors, and no investor will be obligated to participate in such an opportunity. HMI and its affiliates have sole discretion as to the amount (if any) of a coinvestment opportunity that will be allocated to a particular investor and may allocate co-investment opportunities instead to other investors or to third parties. HMI or its affiliates may receive fees and / or incentive allocations from co-investors, which may differ from the fees and / or incentive allocations borne by the Funds. Any co-investment vehicle will only offer investors an opt-in right for single security investments. We do not participate in wrap fee programs. As of December 31, 2025, HMI’s total regulatory assets under management were approximately $2,152,424,287. HMI does not manage assets on a non-discretionary basis.

Below is a brief summary of certain fees and expenses paid by the Funds. Investors and prospective investors in a Fund should review the relevant Fund’s governing documents and offering materials for an additional discussion of fees and expenses with respect to that Fund. The information contained in this Item 5 is qualified in its entirety by such documents.

Management Fees For the services we provide to the Funds, HMI is generally entitled to receive management fees (assessed as to each limited partner in the Fund) based on the net asset value of each limited partner’s capital account. Certain Funds offer multiple series with different management fees. Management fees for certain series are subject to a “step down” based on the aggregate net value (as defined in each Fund’s offering or governing documents) of the fee-paying assets that we manage firm-wide. Management fees assessed to a limited partner in certain

series will be reduced based on the size of such limited partner’s capital account and / or the tenure of the limited partner’s investment in the Fund. Management fees are payable in advance at the beginning of each calendar quarter, and the amount of the management fee assessed as to each limited partner is generally equal to one-fourth of the annualized management fee rate times that limited partner’s capital account balance as of the first day of that quarter. HMI deducts management fees directly from the Funds’ assets. While our management fees are not generally negotiable, we may vary the management fees as to particular limited partners by a separate agreement, without notice to the other limited partners. Additionally, HMI usually waives management fees and any incentive allocations with respect to investments in the Fund made by certain HMI employees. (However, employees pay a pro-rata portion of the Fund expenses described below based on their respective capital account balances.)

Prepayment of Fees As noted above, management fees are payable quarterly in advance. Fund investors are generally permitted to withdraw capital only at the end of each calendar quarter, at which time there generally will be no prepaid fees. We are not required to refund any portion of our management fee if a Fund allows an investor to withdraw as of a time other than a calendar quarter.

Incentive Allocations In addition to management fees, the General Partner is generally entitled to receive an incentive allocation (an “Incentive Allocation”), subject to a high water mark, modified high water mark, index-based hurdle or fixed hurdle, as applicable. The amount and structure of the Incentive Allocation vary by each series of a Fund and are set forth in the relevant governing and / or offering documents of the Funds. Incentive allocations for non-side pocket related investments are made to the General Partner at the end of each fiscal year (and on any withdrawal by or distribution of funds to investors during a fiscal year), which are calculated based on both realized and unrealized gains and losses, and, as applicable, subject to netting of losses in side-pocket investments, as described in the Funds’ governing and offering documents.

Compensation for Board Services From time to time, HMI employees may serve on a board of directors or as advisors for public and private companies, including those in which the Funds invest. HMI employees are required to return any directors’ fees and / or other compensation to HMI if such position is in connection with a Fund investment. Such compensation will offset the management fees paid by the Funds by the amount of the directors’ fees and / or other compensation. In addition, it is HMI’s policy to give to the Funds any equity awards, stock options, warrants, or other non-cash compensation received by such HMI employee in connection with serving on the boards of directors of the companies.

Other Fees and Expenses Subject to each Fund’s governing documentation, each Fund generally bears all expenses of the Fund including, but not limited to:

the management fee;

expenses incurred in connection with the ongoing offer and sale of limited partner interests (including the costs of preparing, reproducing, and disseminating offering materials and supplemental materials used in the offer and sale of limited partner interests);

brokerage commissions and other costs of executing and settling transactions involving Fund assets (including, but not limited to, mark-ups and mark-downs, private placement fees and commissions), including costs and expenses associated with using a service provider unaffiliated with HMI or the General Partner to provide an outsourced trading desk function;

all Fund bookkeeping and administrative expenses, including the costs of the annual audit and the preparation and distribution of financial, tax and other reports to partners, fees and costs of a thirdparty administrator (including related indemnitees), and other accounting and legal expenses (including fees paid to HMI’s or General Partner’s counsel for services that benefit the Fund) and including expenses related to acting as the tax matters partner;

expenses related to certain regulatory matters related to the Fund (including AIFMD, and the preparation and filing of Form D, state “blue sky”, filings under the Securities Act of 1933, as amended (including Section 13 and filings on Forms 3, 4, and 5) and any amendments thereto);

third-party and out-of-pocket fees, costs and expenses relating to systems and software (including order management systems and software) used in connection with Fund and investment-related activities whose associated expenses constitute Fund expenses;

fees and expenses, including interest (including, without limitation, commitment, structuring, refinancing and underwriting fees) on margin loans, committed loan facilities, total return swaps and other indebtedness;

out-of-pocket research expenses (other than travel expenses, such as airfare, hotel accommodations and meals) in connection with investigating and monitoring investments and potential investments and the economy, as further described in the Fund’s governing documents;

costs and expenses incurred in and attributable to evaluating, investigating, analyzing, negotiating and acquiring (whether or not transactions are consummated), holding, monitoring, enhancing / protecting the value of and disposing of investments (including, but not limited to, appraisal or valuation fees and expenses, search, consultancy and investment banking fees and expenses);

bank service, custodial and similar fees;

expenses relating to meetings and consents of Fund partners;

expenses associated with activist investment activities (including public relations, tender offer, and proxy solicitation, as well as fees and expenses related to filings under the Securitas Exchange Act of 1934, as amended, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other applicable law);

premiums and other costs and expenses related to insurance policies covering or benefitting the Funds (including cybersecurity, directors and officers, and errors and omissions policies) and costs and expenses, including legal expenses related to indemnification or litigation;

governmental, regulatory, licensing, filing or registration fees and expenses;

any taxes, fees or other governmental charges levied against the Fund;

expenses of liquidating the Fund, including all costs associated with the liquidating trust and the liquidator;

expenses incurred by the tax matter partner; and

costs and expenses incurred in connection with the dissolution, winding up, termination and liquidation of the Funds.

For some of the expenses described above, HMI advances the cost of the expense for the Funds and requires the Funds to reimburse us.

For Funds structured as master-feeder arrangements, the feeder fund contributes its investible assets to the master fund and also participates on a pro rata basis in the profits and losses of the master fund. The feeder fund also bears a pro rata portion of the expenses of the master fund, based on its respective capital account balance in the master fund. HMI bears (i) any costs and expenses of providing office space, furniture, fixtures, equipment, facilities, supplies and necessary ongoing overheard support services for the operations; (ii) the compensation of HMI’s personnel, including fringe benefits; (iii) any taxes imposed by reason of the management fee paid to HMI; (iv) expenses and costs relating to registration of HMI as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) and any other applicable regulatory authority; (v) travel expenses, such as airfare, hotel accommodations and meals; and (vi) all other expenses that are not fund expenses described above. HMI has also entered the Funds into arrangements with securities brokerage firms who provide a variety of services to the Funds, including custodial, clearing and related services. Although the Funds generally do not pay for these services directly, the Funds may be considered to pay for them indirectly through payments to the broker of commissions and other transaction costs and the brokers’ ability to earn money on certain balances the Funds maintain with them (subject to laws and regulations governing their activities). See “Brokerage Practices.” In the ordinary course of business, HMI, the Funds, and any co-investment vehicles purchase products and services from third parties (including products and services related to consummated and unconsummated investments and those related to investment sourcing). The costs and expenses of these products and services are sometimes allocable, in whole or in part, between HMI and the Funds or between or among the Funds, and / or any co-investment vehicles. HMI seeks to allocate such expenses in the manner prescribed by the Funds’ governing documents. In cases where costs and expenses are allocable between or among multiple parties, the allocations are done in a manner that HMI considers to be fair and reasonable, taking into account factors such as the relative assets under management of each Fund and / or the actual or estimated relative benefits of the product or services to each applicable party. Co-investment vehicles will bear, together with the Funds, a portion of the research expenses attributable to the portfolio company held by that co-investment vehicle but would not share in other general research expenses from which the co-investment vehicles may benefit. The determination of expense allocations could create a conflict of interest, or a potential conflict of interest, if the General Partner were to allocate expenses in a way that reduces the amount of the expenses borne by the General Partner and its affiliates. The Funds and co-investment vehicles rely on HMI’s determination of the appropriate expense allocations. However, from time to time, it is possible that a subsequent review of the allocations could result in the identification of expenses that should have been allocated in a different manner. If this occurs, HMI would take measures to correct such circumstances. If possible, the measure might include a reversal of the original expense allocation, or such other equitable adjustment that HMI believes to be the most appropriate corrective measure. HMI will make any corrective allocations and take any mitigating steps if it determines in its sole judgment that such corrections are necessary or advisable to ensure allocations are equitable on an overall basis in its good faith judgment. There can be no assurance that allocation errors will not arise or that corrective measures will be possible in all circumstances. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for a particular service may not reflect the relative benefit derived by such Fund or any particular limited partner from that service in any particular instance and a Fund or any particular limited partner will bear more or less of a particular expense based on the methodology used.

Other Compensation Neither we nor our personnel accept compensation for the sale of securities or other investment products.

Investment Objectives and Strategies Established during the 2008 — 2009 global financial crisis, HMI seeks to invest in the highest-quality businesses when capital markets put pressure on their valuations. Taking a long-term perspective with a strong value orientation, HMI seeks the best opportunities globally, primarily in public and private equities and at times distressed credit. The firm generally holds a concentrated portfolio of approximately 10 — 15 deeply researched names in three distinct industry sectors: Software & Technology, Financial Services, and Consumer & Business Services. However, the actual number of positions varies from time to time depending on market conditions and available opportunities. In managing client portfolios, HMI layers decades of fine-tuning its business quality framework and deep sector expertise with a constructivist approach, collaborating with management to effect positive change whenever possible. Through this approach, HMI strives to deliver high risk-adjusted real returns over long timeframes with a low probability of permanent loss of capital. Although the majority of HMI’s portfolio is invested in public equities, HMI also invests in private companies, initial public offerings, derivatives, and money market instruments. We may also invest in various other types of securities, including, but not limited to, preferred stock, convertible securities, bonds, notes, and warrants. We may also use margin borrowings and other leveraging techniques. There can be no assurance that the Funds’ objectives will be satisfied. Investing in securities involves a risk of loss that investors should be prepared to bear.

Material Risks of Our Strategy The following is a summary of some of the material risks associated with our investment activities. It does not attempt to describe all of the risks associated with those activities. For a more fulsome description of the risk associated with a Fund, please refer to the Fund’s offering and / or governing documents. Investment Selection; Reliance on Investment Committee. We believe the primary risk of our investment strategy relates to investment selection — the risk that our techniques may, at least over certain periods, result in securities positions that decline in value or do not appreciate as much as alternatives. Our investment advice depends on the ability of our Investment Committee to develop and implement investment strategies to achieve the Funds’ investment objectives. The Funds’ investment performance could be materially and adversely affected if any of the members of the Investment Committee were to die, become ill or disabled, or otherwise cease to be involved in active management of the Funds’ portfolios. General Economic Market Risk and Market Disruption Events. The value of a Fund’s investments could be affected by factors affecting the economy and securities markets generally, such as real or perceived adverse economic conditions, supply and demand for particular instruments, changes in the general outlook for certain markets or corporate earnings, interest rates, announcements of political information or adverse investor

sentiment generally. The market values of a Fund’s investments may decline for a number of reasons, including increases in defaults resulting from changes in overall economic conditions and widening of credit spreads. Unfavorable market conditions may also increase funding costs, limit access to the capital markets or result in credit terms changing or credit becoming unavailable. These events could have an adverse effect on a Fund’s investments and a Fund’s overall performance. Continuing market uncertainty may have a significant impact on the business of a Fund. Among other things, continuing market uncertainty could result in an economic slowdown, a reduced level of investment opportunities and / or a deteriorating business environment for a Fund. In such instances, it could take a Fund longer than anticipated to deploy available capital, impede the ability of a Fund’s portfolio companies to perform under or refinance their existing obligations, and impair a Fund’s ability to effectively exit its investments on favorable term and the returns (if any) realized by limited partners may be substantially adversely affected. The Funds are subject to the risk that war, terrorism, climate change, social unrest and related and unrelated geopolitical and other new or novel market disrupting events as well as outbreaks of infectious disease, pandemics or any other serious public concerns (cumulatively, “Market Disruption Events”) may lead to increased short-term market volatility and have adverse long-term effects on world economies and markets generally, as well as adverse effects on issuers of securities and the value of the Fund’s investments. Recent examples of Market Disruption Events include the global outbreak of COVID-19 in 2019, the Russian invasion of Ukraine in 2022, the Hamas terrorist attack which led to the Israel-Hamas war in 2023, and the Iran conflict in 2026. Market Disruption Events as well as other changes in world economic, social and political conditions also are likely to adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of the Fund’s investments. At such times, a Fund’s exposure to a number of other risks described elsewhere in this section can increase. HMI’s financial condition is likely to be adversely affected by a significant general economic downturn and it may be subject to legal, regulatory, reputational and other unforeseen risks that are likely to have a material adverse effect on HMI’s business and operations and thereby are likely to impact the Funds. Moreover, a sustained downturn in the U.S. or global economy (or any particular segment thereof) or weakening of credit markets is likely to adversely affect a Fund’s profitability, impede the ability of the Fund’s investments to perform under or refinance their existing obligations, and impair the Fund’s ability to effectively exit its investments on favorable terms. Any of the foregoing events are likely to result in substantial or total losses to a Fund in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a particular investment’s capital structure. Incentive Allocation. The structure of the Incentive Allocation could incentivize the General Partner to cause a Fund to make riskier or more speculative investments than it otherwise would. The General Partner need not return an Incentive Allocation due to losses in subsequent fiscal years and may, at any time, withdraw all or part of its capital account, including capital attributable to Incentive Allocations, and may do so in cash, in securities, or in a combination of cash and securities. These abilities may incentivize the General Partner to cause security valuations to be higher than it otherwise would. This risk is exacerbated by the fact that the General Partner calculates the Incentive Allocation on a basis that includes unrealized appreciation of Fund assets (as opposed to a calculation that is based solely on realized gains). Non-U.S. Investments. The Funds invest in portfolio companies that are headquartered in, have their principal place of business in, or are organized under the laws of, jurisdictions other than, or that have a substantial portion of their assets or business operations outside of, the United States. Such investments may often be subject to a greater risk than U.S. investments due to non-U.S. economic, political, and legal developments and uncertainty, including less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors, greater volatility in currency exchange rates, exchange control regulations (including currency blockage), greater controls on foreign investment and limitations on the realization of investments, repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars, nationalization or expropriation of assets or nationalization, confiscatory taxation, imposition of taxes on dividends, interest payments, capital gains, or other income, the need for approval by government or other authorities to make investments, and possible difficulty in obtaining and enforcing judgments against non-U.S. entities and other factors beyond the control of HMI. Furthermore, issuers of non-U.S. securities are subject to different, often less

comprehensive accounting, reporting or disclosure requirements than U.S. issuers. The securities markets of some countries in which a Fund may invest have substantially less volume than those in the United States, and securities of certain companies in these countries are less liquid and more volatile than securities of comparable U.S. companies. Accordingly, these markets may be subject to greater influence by adverse events generally affecting the market, and by large investors trading significant blocks of securities, than is usual in the United States. Brokerage commissions and other transaction costs on securities exchanges in non-U.S. countries are generally higher than in the United States. Non-U.S. securities settlements may in some instances be subject to delays and related administrative uncertainties. In some countries, there are restrictions on investments or investors such that the only practicable way for the Fund to invest in such markets is by entering into swaps or other derivative transactions with its prime brokers or others. Such transactions involve counterparty risks that are not present in the case of direct investments and that may not be controllable by HMI. No assurance can be given that a change in political or economic climate, or particular legal or regulatory risks, including changes in regulations regarding foreign ownership of assets or repatriation of funds or changes in taxation, might not adversely affect an investment by the Funds. Emerging Markets Risk. Certain Funds are permitted to invest in emerging markets, including China. Investments in emerging markets involve a greater degree of risk than investing in developed countries. Among other things, emerging market investments may be subject to the following risks: less publicly available information; more volatile markets and unstable market conditions, changes in interest rates, availability of credit and inflation rates; less liquidity or available credit; uncertainty in enforceability of documents; changes in local laws and regulations (including nationalization of industries); political or economic instability (including wars, terrorist acts or security operations); the relatively small size of the securities markets in such countries and the lower volume of trading and less strict securities market regulation; less favorable tax or legal provisions; price controls and other restrictive governmental actions; changes in or non-approval of tariffs or other fees or rates charged; potential severe inflation or other serious adverse economic developments; unstable currency; expropriation of property; confiscatory taxation; imposition of withholding and other taxes on income or gross sales proceeds or dispositions; fluctuations in the rate of exchange between currencies; non-convertibility of currencies which can result in the inability to repatriate funds; costs associated with currency conversion; and certain government policies that may restrict the Funds’ investment opportunities. The foregoing may result in a lack of liquidity and price volatility. The economies of emerging markets may differ favorably or unfavorably from the economy of developed countries in such respects as growth of the gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. In addition, emerging market countries may have a greater risk of default on external debt when their economies experience a downturn. These risks of sovereign default could adversely affect the value of a Fund’s portfolio. Further, emerging markets are generally heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain emerging markets may be based predominantly on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation. Companies in emerging countries are generally subject to less stringent and less uniform accounting, auditing, corporate governance and financial reporting standards, practices and disclosure requirements than those applicable to companies in developed countries. In particular, valuation of assets, depreciation, exchange differences, deferred taxation, contingent liabilities and consolidation may be treated differently from accounting standards in more developed countries. Consequently, there is less publicly available information about an emerging country company than about a company in a developed market. Certain issuers located in emerging markets, such as banks and other financial institutions, may be subject to less stringent regulations than would be the case for issuers in developed countries and, therefore, investments in these entities potentially carry greater risk. In addition, the Funds’ investment opportunities in certain emerging markets may be restricted by legal limits on foreign investment in local securities or restrictions on the ability to convert currency or to take currencies out of certain countries.

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We currently provide investment advice only to the Funds. The Funds are privately offered investment funds that are not regulated under the U.S. Investment Company Act of 1940, as amended, in reliance on Section 3(c)(7) of that Act. Each Fund imposes minimum investor qualification standards and minimum investment requirements, subject to HMI’s waiver in its sole discretion.

HMI has entered into agreements with each of the Funds with respect to the payment of a portion of the appreciation in the value of investors’ investments, as described in “Fees and Compensation” above. All Funds managed by HMI are subject to performance-based incentive allocations. While investors may be assessed different or no incentive fees based on which series they are invested in and / or certain other factors, investment

decisions are made for the entire side pocket and / or Fund as an undivided pool; therefore, we do not believe that any such waiver would give rise to incentives to favor any particular investor over another. HMI is committed to acting in the best interests of the Funds at all times. However, the potential to receive incentive allocations, and the fact that we will not have to refund any such allocations or fees if the Funds later experience losses, may create an incentive for us to make investments that are riskier or more speculative than would otherwise be the case.

Neither we, nor any of our employees, are registered, or have an application pending to register, as a brokerdealer or registered representative of a broker-dealer, futures commission merchant, or commodity pool operator. As noted above, the General Partner is an affiliate of HMI and acts as the general partner of the Funds.

Code of Ethics. In accordance with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), we have adopted a Code of Ethics (the “Code”) for the purpose of instructing our personnel about their ethical obligations and to provide rules for their personal securities transactions. The purpose of the Code is to prevent activities that may lead to, or give the appearance of, conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. The Code, along with HMI’s Compliance Manual, covers a range of topics that include: standards of business conduct; prohibitions against insider trading; personal securities transactions; gifts and entertainment; protecting the confidentiality of client information; service as an officer or director; compliance procedures; reporting violations and sanctions; records; and certification procedures, among other topics. We will provide a copy of the Code to any client or prospective client upon request by writing to us at the address on the cover page of this brochure. HMI and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund will, from time to time, conflict with the interests of HMI, other Funds or their respective affiliates. Certain of these conflicts of interest, as well as a description of how HMI addresses such conflicts of interest, can be found below. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this Brochure and the Brochure should be read in its entirety for other conflicts.

Participation or Interest in Client Transactions and Personal Trading. We have a personal investment trading policy based on the following principles: (i) the interest of client accounts will at all times be placed first; (ii) all personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; and (iii) employees must not take inappropriate advantage of their positions. Our personal trading policy requires that every employee and their family members sharing the same household obtain approval from our Compliance Department before acquiring or selling for any personal account any covered security unless the transactions occur as exempt security, exchange-traded fund, closed-end mutual fund, or municipal bond. Moreover, HMI investment team members and their family members sharing the same household are generally prohibited from transacting in any security for their personal account unless the security is an exempt security, exchange traded fund, closed-end mutual fund, or municipal bond. In addition, all employees are prohibited from transacting in derivatives. Employees are permitted to invest in private investment offerings, which are subjected to preclearance by the Compliance Department. Our Compliance Department maintains a “Restricted List” of certain securities. Employees are prohibited from purchasing or selling such securities during any period in which the securities are listed on the Restricted List. Moreover, employees are not permitted to invest in any company, whether or not the issuer of publicly-traded securities, while HMI is invested in such company or when the employee believes there is a reasonable chance we may want to make an investment in that company for a client in the future. We have policies and procedures in place to ensure that our employees are aware of the rules regarding material non-public information and insider trading. Participation by HMI Personnel in Fund Profits. Certain partners and other employees of HMI are permitted to invest directly in a Fund and will participate in investments, pro rata, in accordance with their capital account balances. In addition, several HMI employees hold interests in the General Partner and HMI and in this manner, share in the revenue generated by the Funds (e.g., incentive allocation and management fee revenue). Finally, investments in the Funds by HMI employees are generally not subject to the management fees or performance fees incurred by investors in the private funds at the discretion of the General Partner. Allocation of Expenses. From time to time, HMI will be required to decide whether certain fees, costs and expenses should be borne by HMI, the Funds, other accounts and / or a third-party (each, an “Allocable Party”) and if so, how such fees costs and expenses should be allocated among the relevant Allocable Parties. Certain fees, costs and expenses may be the obligation of one particular Allocable Party and may be borne by such Allocable Party or, fees, costs and expenses may be allocated among multiple Allocable Parties. In general, HMI will make allocation determinations among Allocable Parties on a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation (which such methodologies may include pro rata allocation based on the respective capital available capital of the Funds and the other accounts (as applicable), pro rata allocation based on the respective investment (or anticipated investment) of an Allocable Party in an investment, relative benefit received by an Allocable Party, or such other equitable method as determined by HMI in its sole discretion). HMI will make any corrective allocations and take any mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for a particular service may not reflect the relative benefit derived by the Fund or any particular limited partner from that service in any particular instance. Fund Level Borrowing. The Funds may borrow funds from time to time for various reasons, including to pay Fund expenses, to make or facilitate new or follow-on investments (including borrowings pending receipt of capital contributions from limited partners) or to cover any shortfall resulting from a limited partner’s default or exclusion. If a Fund borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be used for all partners on a pro-rata basis, including the General Partner. In addition, a credit facility for a Fund may be available to provide borrowed funds directly to the portfolio companies of a Fund, in which case such borrowed funds would be guaranteed by the Fund. To the extent a Fund uses borrowed funds in advance or in lieu of capital contributions, the partners generally make correspondingly later capital contributions, but the relevant Fund will bear the expense of interest on such borrowed funds. As a result, a Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure limited partner cash flows) and generally make net internal rate of

return calculations higher than such calculations otherwise would be without fund-level borrowing as these calculations generally depend on the amount and timing of capital contributions. While a Fund will bear the expense of borrowed funds, such borrowings can also increase and / or accelerate the carried interest received by the General Partner by decreasing the amount of distributions from a Fund that are required to be made to limited partners in satisfaction of the preferred return. The General Partner therefore has a conflict of interest in deciding whether to borrow funds because the General Partner may receive disproportionate benefits from such borrowings. Borrowing by a Fund will generally be secured by capital commitments made by the limited partners to the Fund and / or by the Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the limited partners may be subordinated to the Fund-level borrowing. Moreover, tax-exempt investors should note that the use of borrowings by a Fund may cause the realization of UBTI. Principal Transactions. Section 206 of the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. In connection with HMI’s management of the Funds, HMI and its affiliates may engage in principal transactions. HMI has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including disclosures required by Section 206 of the Advisers Act be made to the specified Fund regarding any proposed principal transactions and that any required prior consent to the transaction be received. Diverse Membership. The investors in the Funds include U.S. taxable and tax-exempt entities, and institutions from jurisdictions outside of the United States. Such investors often have conflicting investment, tax and other interests with respect to their investments in the Funds. In selecting and structuring investments appropriate for the Funds, HMI and its affiliates will consider the investment and tax objectives of the Funds, not the investment, tax or other objectives of any investor individually. Related Party Transactions. Certain Funds are permitted to participate in, to the extent permitted by applicable securities laws, transactions in which the General Partner or HMI (or any of their employees, members and / or principals or any limited partner), or one or more other accounts is directly or indirectly interested. In addition, certain Funds are permitted to make investments alongside one or more other accounts. Certain Funds’ governing documents require limited partner consent for certain of these transactions – specifically, such governing documents permit the General Partner to cause the Fund, with the approval of a majority in interest of specified limited partners to: (i) purchase or sell any investment or other asset by the Fund, on the one hand, from or to the General Partner, HMI, Mick Hellman or any of their respective affiliates, on the other hand; (ii) pay for services rendered to the Fund by the General Partner, HMI, Mick Hellman or any of their respective affiliates that are not described in the governing documents; or (iii) invest in any company in which the General Partner, HMI, Mick Hellman or any of their respective affiliates has a material pre-existing economic interest (other than through a Fund). In connection with such transactions, a Fund, on the one hand, and the General Partner, HMI, their employees, members and / or principals or limited partners, on the other hand, may have conflicting interests. The General Partner and HMI may also face conflicts of interest in connection with purchase or sale transactions (involving an investment by a Fund) with an affiliate of the Fund (including other accounts), including with respect to the consideration offered by, and the obligation of, the General Partner or HMI and such other affiliate. Service Providers. Services required by a Fund (including some services historically provided by HMI or its affiliates to a Fund) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of HMI or its affiliates. This can create a conflict of interest because HMI and its affiliates have an incentive to outsource such services at the expense of a Fund to, among other things, leverage the use of HMI personnel. Such services may include, without limitation, deal sourcing, asset management, information technology, licensed software, depository, data processing, client relations, administration, custodial, marketing and marketing-reviews, accounting, valuation, trading, legal, human resources, client services, compliance, corporate secretarial and tax support and other

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HMI has complete discretion in deciding what brokers, dealers, and other financial intermediaries and counterparties with which to execute or enter into portfolio transactions (collectively, “Transacting Parties”). HMI also has complete discretion to negotiate compensation arrangements and transaction terms with Transacting Parties. These arrangements may include not only paying commissions for transactions effected on any agency basis, but also compensation implicit in prices of transactions directly with Transacting Parties acting as principal (such as market-makers for over-the-counter securities) and dealers in fixed income securities and derivatives. The following describes some noteworthy aspects of HMI’s and the Funds’ use of and relationships with Transacting Parties. Selection Criteria, Generally In choosing Transacting Parties, we are not required to consider any particular criteria. We will seek “best execution” of the Funds’ securities transactions. “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In evaluating whether a Transacting Party will provide best execution, we will consider a range of factors. These include, among others:

price quotes (including the applicable spread or commission);

the broker-dealer’s expertise in the specific securities or sectors in which HMI seeks to trade;

the extent to which the broker-dealer makes a market in the securities involved or has access to such markets;

availability of accurate information regarding the market for the security;

the size, type and difficulty of the transaction;

liquidity of the market for the security;

the broker-dealer’s skill in positioning the securities involved;

the likely market impact of the order and HMI’s opinion as to which broker-dealer is best able to handle the order with minimum adverse market impact;

the broker-dealer’s promptness of execution;

the broker-dealer’s financial stability;

adequacy of the broker-dealer’s trading infrastructure, technology and capital;

the broker-dealer’s reputation for diligence, fairness and integrity;

past history of the broker-dealer’s executions for HMI;

confidentiality considerations;

the quality and usefulness of investment ideas presented by the broker-dealer;

the broker-dealer’s ability and willingness to correct errors;

the broker-dealer’s ability to accommodate any special execution or order handling requirements that may surround the particular transaction; and

as discussed more fully below, the nature, quantity and quality of research and other services and products provided by the Transacting Party; and

other factors affecting the services obtained.

We are not required to select the Transacting Party that charges the lowest transaction cost, even if that Transacting Party can provide execution quality comparable to other Transacting Parties. Our clients should expect at times to pay more than the lowest transaction cost available in order to obtain for itself and / or HMI services and products other than the execution of securities transactions. In selecting a Transacting Party, we do not consider whether we receive or might receive client referrals from that Transacting Party. From time to time, HMI may use an outsourced broker-dealer firm (the “Outsourced Trader”) for its brokerage and execution services. The Outsourced Trader allocates some of HMI’s client orders to other brokers, which can result in higher brokerage commissions than if such transactions were placed directly with the brokers. The Outsourced Trader provides HMI with anonymity, the ability to access a variety of market venues, timely execution, and enhanced execution quality, which otherwise may not be available to HMI. Thus, HMI believes that the use of the Outsourced Trader as both executing broker and outsourced execution provider is consistent with its duty of seeking best execution for the Funds. Depending on market conditions, transaction type, and other factors, HMI also places client orders directly with other brokers. Trade Errors It is HMI’s policy that, absent a violation of HMI’s standard of care, all benefits and burdens of a trade error will be borne by the relevant client. If HMI did violate its standard of care, it will promptly reimburse the client for the error. HMI will not directly or indirectly use soft dollars to correct trade errors. “Soft Dollars” We may select Transacting Parties in recognition of the value of various services or products, beyond transaction execution, that they provide to the Funds, or to HMI. Selecting a Transacting Party in recognition of the provision of services or products other than transaction execution is known as paying for those services or products with “soft dollars.” Conflict of Interest. If we use “soft dollars” to obtain research or other products and services, we receive a benefit because we do not have to produce or pay for that research or those other products or services using cash from other sources. And, because many products and services that we may receive from Transacting Parties may provide general benefits to us, our interests in allocating the Funds’ securities transactional business may create a conflict. For example, we may have an incentive, in order to induce brokers and dealers to provide us with services or benefits to, among other things, cause a client to:

pay higher commissions and other compensation than it would otherwise pay broker-dealers that do not provide soft dollar services or products;

place more trades than would be optimal for a client’s investment strategy;

use broker-dealers that do not obtain for a client the best possible price on portfolio transactions; and

use (and pay) broker-dealers in effect to act as intermediaries with other broker-dealers who actually execute transactions.

The extent of the conflicts of interest arising out of the use of soft dollars depends in large part on the nature and uses of the services and products acquired with soft dollars. We may or may not use other Funds’ soft dollars to pay for services and products a client pays for and, if we do, that use may not be in proportion to account size, transaction volume, or uses of those services and products. “Safe Harbor” under Section 28(e). A federal statute, Section 28(e) of the Securities Exchange Act of 1934, as amended, recognizes the potential conflict of interest involved in the use by an investment manager (such as HMI) of soft dollars generated by securities transactions to pay for various expenses but provides a “safe harbor” from breach of fiduciary duty claims if certain conditions and requirements are met. Under the Section 28(e) safe harbor, soft dollars may be used to acquire “research” and “brokerage” services and products for which the Funds would not otherwise be required to pay. Services or products generally constitute “research” under Section 28(e) if they constitute advice, analyses or reports any of which express reasoning or knowledge as to the value of investing in or trading securities, or as to issuers, industries, economic factors and trends, portfolio strategy or performance, but only to the extent we use them for lawful and appropriate assistance in making investment decisions for the Funds. “Brokerage” services and products are those used to effect portfolio transactions or for functions that are incidental to effecting those transactions (such as clearance, settlement or short-term custody related to effecting clearing or settling transactions) or regulatorily required in connection with transactions. Using soft dollars to pay for services and products other than research and brokerage is not protected by the safe harbor but does not necessarily constitute a violation of any law or fiduciary duty. Similarly, use of noncommission soft dollars or otherwise failing to satisfy procedural elements of the Section 28(e) safe harbor are not protected but are not necessarily prohibited. Nevertheless, we generally intend to use soft dollars only to acquire research and brokerage services within the Section 28(e) “safe harbor.” Even where our use of soft dollars to acquire research and brokerage services and products is protected by Section 28(e), we will have a conflict of interest in connection with that use because we might otherwise have to pay cash for those services and products and we may have an incentive to use Transacting Parties who provide those services and products more than we otherwise would. Procedures. Transacting Parties who provide soft dollar services or products may establish “credits” based on past transactional business, which may be used to pay or reimburse us for specified expenses. In some cases, the process is less formal and a Transacting Party may simply suggest a level of future business that would fully compensate the Transacting Party for services or products it provides. The Funds’ actual transactional business with a Transacting Party may be less than the suggested level but can — and often will — exceed that level, and credits established may exceed the amounts used to acquire services and products. This may be in part because the Funds’ investment activities generate aggregate commissions in excess of the levels of future business suggested by all Transacting Parties who provide services and products and it may be in part because those Transacting Parties may also provide superior execution and may therefore be most appropriate for particular transactions. For the avoidance of doubt, HMI does not have formal soft dollar arrangements with any broker-dealers. However, HMI does receive research services, including access to conferences and management team meetings, from various brokers-dealers who execute trades on HMI’s behalf, including a broker-dealer who is an affiliate of HMI’s fund administrator. As described above, HMI seeks best execution when selecting all broker- dealers, including those who provide research and other services to HMI.

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Other than the previously described products and services that we receive from broker-dealers, we do not receive any other economic benefits from non-clients in connection with the provision of investment advice to the Funds. HMI currently does not compensate, directly or indirectly, any third-party for client or investor referrals.

We have not been involved in any legal or disciplinary events since our inception that would be material to a client’s evaluation of our company or our personnel.

HMI’s Investment Team reviews each Fund’s portfolio daily as part of its ongoing portfolio management activities. The HMI Investment Team meets formally, typically on a weekly basis, to discuss current investments and

potential investment opportunities. The Compliance Department conducts periodic reviews of each Fund’s portfolio to determine the Fund’s conformity with investment objectives and guidelines. The Funds prepare annual financial statements that they cause to be audited by an independent certified public accounting firm and provide those statements to its investors within 120 days of year end. They also currently provide unaudited monthly account statements to investors.

In accordance with Rule 206(4)-2 under the Advisers Act, the Funds will be subject to an annual audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board and audited financial statements of each Fund will be prepared in accordance with GAAP and distributed to investors within 120 days of the end of each Fund’s fiscal year. Investors should carefully review the audited financial statements of the Funds upon receipt, and should compare these statements to any account information provided by HMI.

The Funds’ agreements of limited partnership grant us complete discretion to manage the Funds’ investment portfolios, without any specific limitations other than those described in the Funds’ offering materials. See the description above in “Advisory Business” and “Methods of Analysis, Investment Strategies and Risk of Loss.”

We have established proxy voting policies and procedures (our “Proxy Voting Policy”) to address how HMI will vote proxies. The Proxy Voting Policy seeks to ensure that proxies are voted in the best interests of the Funds. In voting proxies, we may consider the opinion of management and the effect on management, shareholder value and the issuer’s business practices. We will identify any conflicts that exist between our interests and the interests of the Funds by reviewing our relationship with the issuer of each security to determine if we or any of our employees has any financial, business, or personal relationship with the issuer. If a material conflict exists, HMI will determine whether it is appropriate to disclose the conflict to the affected Funds, to give the Funds an opportunity to vote the proxies themselves, or to address the voting issue through other objective means. As our only current clients are the Funds, the Funds’ limited partners have no meaningful ability to direct our vote in a particular solicitation. In addition to proxy voting, we have the authority to direct Fund participation in class actions and will determine whether a Fund will participate in a recovery achieved through a class action or opt out of the class action and separately pursue their own remedy. Upon receipt of class action information, HMI will evaluate the costs versus the benefits of participation. Clients may request a copy of our Proxy Voting Policy, as well as relevant proxy voting records, by making a written request to us at the address on the cover page of this brochure.

We have never filed for bankruptcy and are not aware of any financial condition that is expected to affect our ability to manage client accounts.