Huron Capital Partners

HCP is an operationally-oriented private equity firm organized in 1999 as a limited liability company under the laws of the State of Michigan. Dedicated to growing lower middle-market companies through its high-impact and differentiated buy-and-build investment model, HCP’s platform is comprised of two complementary strategies: Flagship Equity (majority private equity transactions) and Flex Equity (minority transactions). HCP focuses on making flexible and customized control and non-control equity investments in companies with up to $200 million in revenue, currently focused within the sectors of facility services, infrastructure services, and residential services. The day to day activities of HCP are led by Messrs. James S. Mahoney (the “Managing Partner”), Brian A. Demkowicz, Michael R. Beauregard, Peter E. Mogk, and Brian J. Rassel, who collectively comprise HCP’s senior leadership team. Messrs. Mahoney, Demkowicz, Beauregard and Mogk each serve on all of the committees responsible for reviewing and approving investments for the HCP Funds (each such committee, an “Investment Committee”). Mr. Rassel serves on some, but not all, such Investment Committees. These individuals bring a wealth of investment, operational and financial expertise and experience to HCP, and together with a number of other investment professionals, work to execute HCP’s investment strategy. HCP serves as an investment manager and, together with each fund’s general partner, provides discretionary advisory services to several collective investment vehicles organized as private investment partnerships (each a “Fund” or collectively the “Funds”), which are exempt from registration under the Investment Company Act of 1940, as amended (“Investment Company Act”). Accordingly, interests in the Funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements in private transactions within the United States. HCP’s clients currently include: The Huron Fund III, L.P.; The Huron Fund IV Executives L.P.; The Huron Fund IV L.P.; The Huron Fund IV Management L.P.; The Huron Fund V, L.P.; The Huron Fund V Executives L.P.; HCP Services Fund, L.P. (formerly known as The Huron Fund VI L.P.); HCP Services Fund Parallel, L.P. (formerly known as The Huron Fund VI Parallel L.P.); (collectively, the “Control Funds”); The Huron Flex Equity Fund L.P.; and The Huron Flex Equity Fund Executives L.P. (collectively, the “Non-Control Funds”). Throughout this Brochure, unless the context otherwise requires, references to “Funds” include the Control Funds and the Non-Control Funds. For more information about the Funds, please see HCP’s Form ADV Part 1, Schedule D, Section 7.B.(1).

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In addition, in certain circumstances, as more fully described in Item 7 below, the Firm permits certain investors and third parties to co-invest alongside a Fund directly into a portfolio company. Such direct co-investments are not considered Funds or clients of HCP. Typically, within each Fund structure is a designated general partner or manager (the “General Partner(s)”), who is deemed to be registered under the Advisers Act in accordance with SEC guidance and also subject to HCP’s compliance program. Unless and only to the extent that the context otherwise requires, references throughout this Brochure to HCP include the General Partner(s). While the General Partners maintain ultimate authority over the respective Funds, HCP has been appointed to the role of investment adviser to carry out the General Partners’ dayto-day responsibilities. The following General Partners are affiliated with HCP and along with HCP, have the authority to make investment decisions on behalf of their respective Fund: Huron Capital Partners GP II LLC; Huron Capital Partners GP III LLC; Huron Fund IV Management LLC; Huron Capital Flag GP V LLC; and Huron Capital Flex GP LLC. For more information about the General Partners, please see HCP’s Form ADV Part 1, Schedule D, Section 7.A. The Control Funds primarily seek to obtain control-oriented positions through private equity investments in lower middle-market companies located throughout the United States and Canada. Industry sectors include, but are not limited to, specialty industrials, consumer goods and service, and business services. The Non-Control Funds primarily seek to make non-control equity investments in lower middle-market companies located throughout the United States and Canada in the same industry sectors as the Control Funds; provided, however, that beginning in 2020, (i) following consent by the relevant Investors and (ii) solely under appropriate circumstances (as determined by the Firm in its sole discretion), the Non-Control Funds are permitted to make certain control-oriented investments. HCP’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, managing and monitoring investments and achieving dispositions of such investments. In providing services to the Funds, HCP formulates each Fund’s investment objectives, directs and manages the investment and reinvestment of each Fund’s assets, and provides reports to Investors. When such investments consist of portfolio companies where Huron has taken a majority position (as is the case with the Control Funds (and as expected in certain circumstances, for the Non-Control Funds)), the senior principals, other personnel and HCP appointees will generally serve on such portfolio companies’ respective boards of directors or otherwise act to influence control over management of portfolio companies held by the Funds. In addition, in some cases, for such portfolio companies where HCP has taken a majority position, HCP will more directly influence the day-to-day management of the company by recruiting and

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installing certain individuals for various leadership roles, such as chief executive officer, chief operating officer, chief financial officer or other roles. Investment advice is provided directly to the Funds and not individually to the limited partners of the Funds (individually an “Investor” or “Limited Partner”, collectively the “Investors” or “Limited Partners”). HCP manages the assets of the Funds in accordance with the terms of each Fund’s confidential offering and/or private placement memoranda, individual limited partnership agreements, subscription documents, investment advisory agreements, side letters and other governing documents applicable to each Fund (the “Governing Fund Documents”). All terms are generally established at the time of the formation of a Fund and are only terminable once the applicable Fund is dissolved, wound up, and terminated. Except as otherwise described in the Governing Fund Documents, the Investors generally cannot restrict investments by the Funds in any capacity, and except in limited circumstances, Limited Partners are not permitted to withdraw from a Fund prior to the Fund’s dissolution. HCP or the relevant Fund General Partner has entered into side letters or similar agreements with certain Limited Partners including those who made substantial commitments of capital, who were early-stage Investors in the Funds or for other reasons in the sole discretion of HCP, in each case that have the effect of establishing rights under, or altering or supplementing, the Governing Fund Documents. Examples of side letter rights include co-investment preferences, notification provisions, reporting requirements and “most favored nations” provisions, among others. Side letters are negotiated at the time of the relevant Investor’s capital commitment, and once invested in a Fund, Investors generally cannot impose additional investment guidelines or restrictions on such Fund. These side letter rights, benefits or privileges are not always made available to all Investors nor in some cases are they required to be disclosed to all Investors. HCP does not participate in wrap fee programs. HCP is indirectly owned by Messrs. Demkowicz, Beauregard, Mogk, and Mahoney. As of December 31, 2025, HCP managed $1,022,452,268 of regulatory assets under management on a discretionary basis. HCP does not manage any assets on a non-discretionary basis.

General HCP typically receives (i) compensation from fees based on a percentage of assets under management, (ii) carried interest allocations and (iii) certain other fees or expenses related to the Funds’ investments in portfolio companies (see below). In addition, the portfolio companies reimburse HCP or the Funds for certain expenses advanced on their behalf. Investors should

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refer to their relevant Governing Fund Documents for further clarification about the fees paid by each Fund. Such amounts are deducted or allocated from an Investor’s capital account(s) in the applicable Fund. Investors’ ability to redeem from the Funds is subject to “lock-up” restrictions and formal notice requirements as outlined in the Governing Fund Documents. The Funds generally invest on a long-term basis. Accordingly, management fees are expected to be paid, except as otherwise described in the respective Fund’s Governing Fund Documents for each Fund, over the term of the Funds and Limited Partners generally are not permitted to withdraw or redeem interests in the Funds. In the event of a “non-voluntary withdrawal,” HCP will refund all pre-paid fees that have not been earned.1 Management Fee The Funds pay HCP an annual management fee (the “Management Fee”). The Management Fee is payable quarterly in advance and is calculated as a percentage (2.0% per annum) of committed capital during the commitment period and of invested capital thereafter (subject to certain adjustments as described in the Governing Fund Documents), in each case in accordance with the Governing Fund Documents. HCP and its affiliates reserve the right to waive or reduce Management Fees for certain Investors, including employees, a limited number of strategic partners, Operating Partners, advisors and consultants and others as determined from time to time in HCP’s sole discretion (although such Investors generally pay their pro rata share of certain Fund expenses). Management Fees will generally be reduced by: (i) the amount of fees paid by such Fund to entities or persons acting as a placement agent in connection with the offer and sale of interests in such Fund; (ii) costs incurred by HCP in connection with the organization of such Fund that exceed a limit as specified in applicable Governing Fund Documents; and (iii) as described below, certain Other Fees with respect to portfolio companies, subject to the terms of the Governing Fund Documents. Fees or expenses borne by a Fund directly do not offset Management Fees, nor do any portfolio company directors’ or board fees paid by a former portfolio company to a HCP employee who remains on the company’s board of directors following the Fund’s disposition of its investment in the company, if applicable. Any such reduction of a Fund’s Management Fee is limited to the extent of such Fund’s proportionate interest in any such portfolio company and only to the extent a Management Fee is payable by a Fund. In the event a Fund does not pay a Management Fee or does not have an offset provision requiring the reduction of Management Fees, HCP reserves the right to retain the portion of Other Fees allocable to these Funds without reduction.

1 Investors generally are not permitted to withdraw any amount from the Funds, except that a non-voluntary withdrawal may

be permitted to avoid a prohibited transaction under the Employee Retirement Income Security Act of 1974.

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To the extent that such an offset credit would reduce a Fund’s Management Fee for a given quarter below zero, the credit will be carried forward for future application against payable Management Fees, and if a credit remains upon dissolution, a payment will be made to Limited Partners that have not elected to waive such amount for tax or other reasons. More detailed information about the fees earned by HCP, including Other Fees, fee reductions and the fees charged to the Funds can be found in the relevant Governing Fund Documents. Carried Interest Allocations A portion of each Fund’s net investment profit is allocated to the capital account of its General Partner as “Carried Interest.” The manner of calculation of such Carried Interest is disclosed in the Governing Fund Documents, and varies by Fund. Generally, however, 20% of the investment profits of the Funds are allocated as Carried Interest to such Fund’s General Partner. This allocation of profits is subject to the Limited Partners first receiving an annually compounded preferred return of 8%, and is subject to a giveback, as defined in the Governing Fund Documents. As is the case with Management Fees, HCP and its affiliates reserve the right to waive or reduce Carried Interest for certain Investors, including employees, a limited number of strategic partners, Operating Partners, advisors and consultants and others as determined in HCP’s sole discretion. Other Fees Earned by HCP HCP receives fee income paid by portfolio companies or other third parties, which can include advisory fees, directors’ fees, monitoring fees, transaction fees, break-up fees, or other similar fees received with respect to investments or proposed investments by HCP, the General Partner, or any affiliate of the foregoing (collectively, “Other Fees”). Such Other Fees will typically be paid to HCP or the General Partner and will reduce or offset Management Fees by 50% to 100% of the amount which would otherwise be due from the Fund to HCP, depending on the Fund and net of any expenses incurred in connection with such portfolio companies. For the avoidance of doubt, any such Other Fees received by Operating Partners or non-HCP employees is not subject to an offset against Management Fees. On occasion, in certain circumstances (such as a portfolio company’s liquidity needs or otherwise) HCP determines in its discretion to waive, defer or renegotiate, in whole or in part, the amount of Other Fees received from a portfolio company. HCP endeavors to require the payment of such fees only to the extent permitted by the earnings or cash position of the applicable portfolio company, and HCP will defer or forego the payment of such fees if the portfolio company’s earnings or cash position render the payment of such fees too burdensome for the portfolio company or if the senior lender has imposed restrictions on payment of such Other Fees. HCP

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makes such determinations on a case-by-case basis and reserves the right to take different actions (or no action) with respect to similarly-situated portfolio companies. Fund Expenses Each Fund is governed by its own Governing Fund Documents, which details a complete description of expenses for such Fund. While differences exist among Funds, the following is a description of expenses generally charged to each Fund. Each Fund will, as permitted under the Governing Fund Documents and in situations as determined in HCP’s sole discretion, pay all other costs and expenses relating to the Funds’ and/or its subsidiaries’ and its intermediate entities’ activities, investments and business that are not reimbursed by a portfolio company or potential portfolio company (which reimbursements include travel and any other expenses incurred in connection with such portfolio company or potential portfolio company) or applied to reduce Other Fees, including: (i) fees, costs, expenses, liabilities and obligations attributable to identifying, sourcing, diligencing, structuring, organizing, acquiring, financing, refinancing, managing, operating, holding, taking public or private, valuing, winding up, liquidating, dissolving and disposing of a Fund’s investments (including interest and fees on money borrowed by or on behalf of a Fund, registration expenses, commitment, real estate title, survey, brokerage, finders’, custodial and other fees); (ii) legal accounting, administration, custodian, depository, auditing, insurance (including directors and officers, errors and omissions liability and other insurance protecting the Funds, the Limited Partners, the members, managers, agents and employees of the General Partner, HCP and Fund, and the members of the Advisory Council (as defined in Item 11), from liabilities for activities on behalf of a Fund), commercially reasonable travel, litigation and indemnification costs and expenses, judgments and settlements, consulting, advertising, marketing, investment banking, brokerage, finder’s, financing, appraisal, third party valuation, filing, printing, title, transfer, registration and other similar fees and expenses; (iii) expenses incurred in connection with third party valuations; (iv) fees, costs and expenses associated with the preparation or distribution of a Fund’s financial statements, tax returns, tax estimates, Schedule K-1s or any other administrative, regulatory or other Fund-related reporting or filing obligations (including Form PF and any Fund-related filings or reports contemplated by the Alternative Investment Fund Managers Directive or any similar law, rule or regulation); (v) fees, costs and expenses of the Advisory Council and annual meetings of the Limited Partners and any other periodic meeting with any Limited Partner(s); (vi) extraordinary expenses (such as litigation, indemnification, judgments and settlements, if any); (vii) all fees, costs, expenses, liabilities and obligations incurred by a Fund, its General Partner or any other HCP person relating to investment and disposition opportunities for such Fund not consummated (including legal, accounting, auditing, insurance, commercially reasonable travel, consulting, brokerage, finders’, financing, appraisal, filing, printing, real estate title, survey, reverse breakup, termination and other fees and expenses); (viii) costs and expenses associated with the Investment Committee

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for each Fund; (ix) fees incurred by a Fund for special advisory or consulting services, including a Fund’s pro rata share of any minimum retainer amount due an executive recruiter for services rendered exclusively to businesses in a Fund’s portfolio; (x) any taxes, fees or other governmental charges levied against a Fund; (xi) placement fees and expenses paid to third parties in connection with the organization and funding of a Fund; (xii) all fees, costs and expenses incurred in connection with the organization, management, operation and dissolution, liquidation and final winding-up of any alternative investment vehicles; (xii) any organizational expenses; (xiv) unreimbursed costs and expenses incurred in connection with any transfer; (xv) expenses related to attending industry meetings, conferences or similar events in connection with the evaluation of investment opportunities or business sector opportunities (including the evaluation of potential investments, regardless of whether such investment is ultimately consummated; and (xvi) the Management Fee. Costs and expenses noted above generally also include travel, private premium hired cars, premium lodging (including temporary housing), ground transportation and meals. Out-of-pocket expenses associated with completed transactions are either billed directly to a Fund, reimbursed by portfolio companies or capitalized as part of the acquisition price of a consummated transaction. Out-of-pocket expenses associated with unconsummated transactions (“broken deal expenses”) are paid by the relevant Fund(s) selected as proposed investors in such transaction. Expense Reimbursement Each portfolio company typically pays for or reimburses the Firm or a Fund for certain expenses incurred in connection with HCP’s performance of services for such portfolio company. Such expenses generally include, without limitation: (i) travel expenses, which can include expenses for chartered or first-class travel and meals and entertainment expenses (such expenses including, as applicable, those relating to (a) the usage of premium black car and other car services, which from time to time include waiting time, (c) premium meals (including outside normal business hours) and (c) social and entertainment events, including closing dinners and mementos, with portfolio company management, customers, clients, borrowers, brokers and service providers); (ii) expenses relating to training programs, meetings, conferences or other events (to the extent such programs, meetings or events are attended by portfolio company personnel); (iii) expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses); (iv) indemnification expenses; (v) insurance; (vi) consulting; (vii) certain legal expenses; (viii) similar out-of-pocket expenses; (ix) consulting fees; (x) taxes; (xi) licensing fees; and (xii) other compensation and expenses. In addition, to the extent a Fund or HCP initially bears the cost of certain fees or expenses but the benefit of the related services or expense is also received by another Fund, portfolio company or future fund or

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The cornerstone of the HCP strategy is to combine its operational approach, capital and transaction experience with proven management teams who have the expertise and commitment to successfully grow their businesses. HCP utilizes both internal and external operational expertise. These resources are composed of both internal employees and external Operating Partners. The external Operating Partners represent an experienced group of accomplished executives who (i) provide HCP with proprietary deal flow, (ii) assist HCP with its due diligence and (iii) work with the investment professionals and existing management teams to advise on operational, financial and administrative strategies, often serving as members of the board of directors of HCP’s portfolio companies.

HCP seeks to acquire or recapitalize mission-critical service businesses within the facility services, infrastructure services, and residential services sectors. Through customized buy-and-build investment strategies, the Control Funds primarily acquire controlling positions which are achieved using leveraged acquisitions, market-entry strategies, recapitalizations, restructurings and growth equity transactions. For each Fund, HCP expects to invest over three to five years in a reasonable number of platform companies for the fund size as well as maintain a sufficient amount of capital for follow-on investments. The Control Funds focus on (i) control transactions with valuations generally under $150 million; (ii) committing $10 million to $70 million per transaction; and (iii) using operational capabilities and sector knowledge to create value. The Non-Control Funds encompass the same strategy as the Control Funds, while seeking to provide flexible, customized, non-control solutions (although in certain circumstances, the NonControl Funds are permitted to engage in control investments). The Non-Control Funds generally expect to be the lead or sole institutional investor in the company and an active board member. This non-control strategy is targeting a space in the market that HCP believes is not a primary focus of mezzanine funds, which are typically debt-oriented and need to generate a high level of current income or yield. Associated Risks An investment in the Funds involves a high degree of risk. There can be no assurance that the Funds will meet their investment objectives or otherwise be able to successfully carry out their investment program. Therefore, an investment in the Funds should be undertaken only by qualified Investors whose financial resources are sufficient to enable them to bear the loss of all or part of their investment and who do not require liquidity. The following risk factors should be considered carefully, but are not meant to be an exhaustive listing of all potential risks associated with an investment in the Funds. Investors should consult with their own financial, legal and tax

advisors prior to investing in the Funds and should refer to the applicable Governing Fund Documents for a description of the risk factors specific to their Fund. The following risks apply to all Funds: No Assurance of Investment Return. While private equity investments in highly leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize a return on such investments successfully. There is no assurance that the Funds will be able to invest their capital with attractive terms or generate returns for their Investors. The past investment performance of HCP or its investment professionals are not necessarily indicative of the Funds’ future results. Limited Transferability of Fund Interests. There will be no public market for Fund interests, and none is expected to develop. There are substantial restrictions upon the transferability of Fund interests under the Governing Fund Documents and applicable securities laws. In general, withdrawals of Fund interests are not permitted, except in limited instances when necessary to comply with certain laws or regulations as applicable to a Limited Partner. In addition, Fund interests are not redeemable. Restricted Nature of Investment Positions. Generally, there will be no readily available market for Fund investments, and hence, most of the Fund’s investments will be difficult to value. Certain investments are permitted to be distributed in kind to the Limited Partners and it is possible that such assets will be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such Limited Partners. After a distribution of securities is made to the Limited Partners, many Limited Partners can decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities are sold by such Limited Partners will potentially be lower than the value of such securities determined pursuant to the Governing Fund Documents, including the value used to determine the amount of Carried Interest available to the General Partner with respect to such investment. Investment in Junior Securities. The securities in which a Fund invests will, in some cases, be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect a Fund’s investment once made. Risks Associated with the Funds’ Dynamic Investment Strategy. While HCP generally intends to seek attractive returns for the Funds primarily through making private equity investments, within

the restrictions placed in the relevant Fund Governing Fund Documents, the Firm is permitted to pursue additional investment strategies and modify or depart from its initial investment strategy, investment process and investment techniques as it determines appropriate. HCP can pursue investments outside of the industries and sectors in which the principals have previously made investments or have internal operational experience. Part of HCP’s strategy includes investing in smaller companies. Investing in smaller companies generally involves greater risks than investments in similar larger companies, since smaller companies have more limited resources, products, services and customer bases. In addition, typically there is a more limited market for the sale of lower middle market companies, which can make it more difficult to realize gains upon a disposition of the investment. Concentration of Investments. The Funds will participate in a limited number of investments and often seek to make several investments in one industry or one industry segment or within a short period of time. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry can substantially affect its aggregate return. Lack of Sufficient Investment Opportunities. The business of identifying, structuring and completing private equity transactions is highly competitive and involves a high degree of uncertainty. It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, Limited Partners will be required to bear Management Fees through the Fund during the investment period based on the entire amount of the Limited Partners’ commitments and other expenses as set forth in the relevant Governing Fund Documents. Leveraged Investments. The Funds make use of leverage by incurring or having a portfolio company incur debt to finance a portion of its investment in a given portfolio company. Leverage generally magnifies both a Fund’s opportunities for gain and its risk of loss from a particular investment. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets can be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast. As a result, at times it can be difficult to obtain or maintain the desired degree of leverage. The availability of leverage also is subject to governmental and regulatory oversight, and certain governmental bodies (including the U.S. Federal Reserve System, the U.S. Office of the Comptroller of the Currency and the U.S. Federal Deposit Insurance Corporation) can restrict or otherwise discourage lending that results in companies carrying large amounts of debt. The use of leverage also imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and can impair its ability to operate its business as desired

and/or finance future operations and capital needs. The leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of a Fund’s investments in the leveraged portfolio companies in a down market. In the event a portfolio company cannot generate adequate cash flow to meet its debt service, it is possible that such Fund will suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of the Fund. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a part of a portfolio company, the Fund will likely not achieve an exit multiple or enterprise valuation consistent with its forecasts. Moreover, the companies in which a Fund invests generally will not be rated by a credit rating agency. A Fund is permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt). The use of leverage by a Fund also will result in interest expense and other costs to the Fund that will not necessarily be covered by distributions made to the Fund or appreciation of its investments. A Fund will sometimes incur leverage on a joint and several basis with one or more other investment Funds and entities managed by the General Partner or any of its affiliates and can therefore have a right of contribution, subrogation or reimbursement from or against such entities. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts will generally be secured by capital commitments made by a Fund’s Investors and such Investors’ contributions will be required to be made directly to the lenders instead of the Fund. Although borrowings by a Fund have the potential to enhance overall returns that exceed the Fund’s cost of capital, such borrowings increase the potential exposure of a Fund to a particular investment above the level the Fund would have typically made had an investment been limited to equity. Any such borrowings would further diminish returns (or increase losses on capital) to the extent overall returns are less than the Fund’s cost of funds. To the extent a Fund uses borrowed funds in advance or in lieu of capital contributions or a portfolio company borrows funds directly with a guarantee supported by a Fund facility, the Fund’s Investors generally make later capital contributions, but depending on the borrower, the Fund and/or the applicable portfolio company will bear the expense of interest on such borrowed funds. Calling a large amount of capital at once to repay the then-current amount outstanding under the credit facility could cause liquidity concerns for Investors that would not arise had the Firm called smaller amounts of capital incrementally over time as needed. This risk would be heightened for an Investor with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the Investor to meet the accumulated, larger capital calls at the same time. In addition, a Fund’s use of borrowed funds will impact the calculation of net performance

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HCP provides discretionary management and advisory services to the Funds directly, subject to the direction and control of the General Partner of each Fund, and not individually to the Limited Partners in each Fund. The Funds limit their respective Investors to persons who are “accredited investors” as defined in the Securities Act of 1933, as amended (“Securities Act”) and who, are “qualified clients” as defined in the Advisers Act and/or “qualified purchasers” or “knowledgeable employees” each as defined in the Investment Company Act. Investors in the Funds must also meet certain other suitability qualifications prior to making an investment in the Funds. The Funds are not registered or required to be registered under the Investment Company Act; are not made available to the general public; their securities are not registered or required to be registered under the Securities Act; and Fund interests are privately placed to qualified investors. Qualified investors include individuals or entities to which Fund interests are allowed to be sold, which generally includes (i) in the United States, people or organizations who meet certain net worth, income and/or financial sophistication requirements as described above

or (ii) in other countries as permitted by the relevant securities laws in such jurisdiction and in compliance with any foreign offering provisions applicable to HCP and/or the Funds. Investors in the Funds include, but are not limited to, high net worth individuals, pension plans (corporate, state and foreign), endowments, insurance companies and pooled investment vehicles (e.g., funds-of-funds) and also include, directly or indirectly, principals or other employees of HCP and its affiliates and members of their families, Operating Partners, current and past portfolio company executives, or other service providers retained by HCP. The minimum commitment for a Limited Partner is outlined in the respective Governing Fund Documents of each Fund; however, HCP maintains discretion to accept less than the stated minimum investment threshold. In certain circumstances, at the sole discretion of the relevant Fund General Partner, HCP permits various Investors and third parties to co-invest alongside the Funds directly in a portfolio company. Opportunities to co-invest in a portfolio company are made available to any person or entity, including without limitation strategic investors, lenders, deal sources, other private equity or venture capital firms, Fund Limited Partners, other persons or entities affiliated, associated or otherwise known to HCP or its personnel and unrelated third parties. In addition, certain individuals who source transactions or provide financing have negotiated co-investment rights or co-investment priority rights as a component of their compensation or other arrangements with the relevant Fund(s). Opportunities to participate in co-investment transactions arise when HCP has the opportunity for an investment in an existing or prospective portfolio company and HCP determines that (i) an investment requires additional capital, (ii) all or a portion of the applicable opportunity is not required to be offered to a Fund or (iii) the full investment opportunity is not appropriate for a Fund, whether due to concentration restrictions contained in the Fund’s Governing Fund Documents or otherwise. Such determinations are based on the provisions of the applicable Funds’ Governing Fund Documents and such other factors as HCP will consider in its sole discretion, including those specified from time to time in policies on investment allocation and co-investments. HCP’s exercise of discretion in allocating co-investment opportunities often will not result in proportional allocations among such co-investors and such allocations can be more or less advantageous to some co-investors relative to other co-investors. When coinvestment opportunities are permitted, it is possible that the size of the investment opportunity otherwise available to HCP’s Fund(s) will be less than it would otherwise have been without the inclusion of such co-investors. Co-investments typically involve investment and disposal of interests in the applicable portfolio company at the same time and on the same terms as a Fund making the investment. However, from time to time, for strategic and other reasons, a co-investor or co-investment vehicle

purchases a portion of an investment from one or more Funds after such Fund(s) have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer). Any such purchase from a Fund by a co-investor or co-investment vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment. In the event HCP is not successful in offering a co-investment opportunity to potential coinvestors, in whole or in part, it is possible that a Fund will consequently hold a greater concentration and have greater exposure in the related investment opportunity than was originally intended, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto and would result in a greater concentration of risk as a result. Thus, an investment that is not syndicated to co-investors as originally anticipated could result in a significant impact to a Fund’s overall investment returns. Co-investors do typically bear certain expenses (e.g., legal and other expenses associated with a portfolio company investment) in connection with their investment, as assessed directly by the portfolio company and paid by such portfolio company. However, co-investors are not contractually committed to participate in a co-investment opportunity and thus do not pay for expenses associated with deals not consummated. Except as provided in any Governing Fund Documents including side letters, HCP is not obligated to make co-investment opportunities available to any particular Limited Partners. HCP will select which Limited Partners are permitted to co-invest in a particular portfolio company based on various factors, including the sophistication of the Investor, the ability of the Investor to fund and complete the investment on a timely basis and for strategic or other reasons as more fully described in the applicable Governing Fund Documents and such other factors as HCP considers in its sole discretion.

As described above in Item 5, each General Partner receives a Carried Interest allocation on certain realized profits in the Funds equal to 20% of all realized profits subject to an 8% annually compounded preferred return and a related General Partner catch-up provision. A Carried Interest allocation represents an adviser’s compensation based on a percentage of net profits of the funds it manages. Calculated based on cumulative realized gains and income only, Carried Interest is allocated to a General Partner as portfolio holdings are liquidated or otherwise monetized and is subject to a potential giveback at the end of the life of a Fund if the respective General Partner has received excess cumulative distributions. As mentioned above, HCP and its affiliates reserve the right to waive or reduce Carried Interest for certain Investors, including employees, a limited number of strategic partners, advisors, Operating Partners, current and past portfolio company executives, and consultants and others as determined in HCP’s sole discretion. Each Fund’s Carried Interest fee structure is described in detail in the relevant Governing Fund Documents and have been structured subject to Section 205(a)(1) of the Advisers Act in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. The fact that a significant portion of HCP’s compensation (and its affiliates and investment professionals’ compensation) is directly computed on the basis of profits generated by the sale or disposition of Fund assets can create an incentive for HCP to make investments on behalf of the Funds that are riskier or more speculative than would be the case in the absence of such compensation. HCP believes this incentive is sufficiently mitigated, however, due to the fact that: (i) the applicable Governing Fund Documents create limitations on the ability of HCP to establish new investment funds; (ii) the Funds are subject to certain contractual provisions requiring certain parallel Funds to purchase and sell investments contemporaneously; (iii) any losses the Funds sustain will reduce the General Partner’s Carried Interest distribution; (iv) Carried Interest is generally calculated only after Investors have received as distribution a significant portion of their capital contributions plus a preferred return on capital contributed for realized investments and expenses; (v) a General Partner often makes a substantial commitment to a Fund to invest its own capital alongside the Investors; and (vi) HCP’s ability to attract future Investors is tied to the performance of its investments.

HCP manages multiple Funds with similar investment strategies on a side-by-side basis. Management of multiple vehicles on a side-by-side basis has the potential to create conflicts of interest with regard to HCP’s allocation of investment opportunities, expenses, time and attention of advisory personnel and consideration for certain transactions. Although HCP generally makes new investments for a Fund with the same investment objectives only after a predecessor Fund is substantially invested or committed as more fully described in the applicable Governing Fund Documents, management of side-by-side Funds can create an incentive for the Firm or its personnel to favor a Fund in which HCP or an affiliate has a greater financial interest. To help minimize such conflicts of interest, HCP allocates investment opportunities which satisfy the investment parameters of more than one Fund in accordance with HCP’s policies and procedures regarding investment allocation, the applicable Governing Fund Documents and taking into consideration certain factors, as determined in the Firm’s sole discretion, which can include, but are not limited to: the amount of available capital commitments of the applicable Fund(s); anticipated future capital requirements of an investment opportunity; life-cycle of the applicable Fund(s); expected time to obtain liquidity; legal, tax and regulatory considerations; and any other factors deemed relevant by HCP. HCP will not allocate investment opportunities based in whole or in part, on (i) the relative fee structure or amount of fees paid by any Fund or (ii) the profitability of any Fund. HCP’s procedures are designed to ensure that all investment decisions are made in accordance with HCP’s fiduciary duties to its Funds and without consideration of HCP’s (or its affiliates’ or employees’) pecuniary interest. HCP’s policies for the allocation of investments are determined by the Investment Committee.

HCP is not actively engaged in a business other than giving investment advice to its clients, which are the Funds, and managing the portfolio companies in which the Funds have invested. Neither HCP nor any of its management persons are registered or have an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Neither HCP nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing. HCP does not recommend or select other investment advisers for the Funds. HCP does not have arrangements with a related person who is a broker-dealer, municipal securities dealer, government securities dealer or broker, investment company, other investment adviser or financial planner, futures commission merchant, commodity pool operator, commodity trading advisor, banking or thrift institution, accountant or accounting firm, lawyer or law firm, insurance company or agency, pension consultant, real estate broker or

dealer, or sponsor or syndicator of limited partnerships that are material to its advisory business or to its Funds or its Investors. HCP has and will continue to develop relationships with professionals who provide services it does not provide, including: legal; accounting; banking; investment banking; tax preparation; and insurance brokerage. Some of these professionals provide services to the principals, the Funds or their portfolio companies. Additionally, some of these professionals are Limited Partners in HCP Funds, either personally or through their company, and can also be co-investors in certain portfolio companies. From time to time, HCP receives training, information, promotional material, meals, entertainment, gifts or other perquisites from vendors and others with whom it does business or to whom it makes referrals. HCP will not accept any benefits, entertainment, gifts or other arrangements that are conditioned on directing individual client transactions to a specific security, product or provider. Similarly, HCP employees have in the past spoken, and expect in the future to speak, at conferences and programs for potential investors interested in investing in private funds and other industry events that are sponsored by various investment bankers, broker-dealers or others. Through such capital introduction and other events, prospective Limited Partners have the opportunity to meet with HCP. Neither HCP nor any Fund compensates these investment bankers, broker-dealers or others for organizing such industry events or for investments ultimately made by prospective Limited Partners attending such events other than registration, sponsorship, membership or other similar fees paid to attend such events. General Partners As described in Item 4, HCP is affiliated with the following entities as General Partners: Huron Capital Partners GP II LLC; Huron Capital Partners GP III LLC; Huron Fund IV Management LLC; Huron Capital Flag GP V LLC; and Huron Capital Flex GP LLC, and HCP Services Fund GP LLC (formerly Huron Capital Flag GP VI LLC). These General Partners are deemed registered with the SEC under the Advisers Act pursuant to HCP’s registration and in accordance with SEC guidance. These affiliated entities operate as a single advisory business together with HCP and serve as General Partners of the Funds, and share common owners, officers, partners, employees, Operating Partners, consultants or persons occupying similar positions. These affiliated entities do not have employees of their own.

Code of Ethics and Personal Trading Pursuant to Rule 204A-1 of the Advisers Act, HCP has adopted a written Code of Ethics (the “Code”) predicated on the principal that the Firm owes a fiduciary duty to the Funds and its Investors. The Code is designed to address and avoid potential conflicts of interest and is

applicable to HCP employees, as well as any other individuals designated in writing by the Chief Compliance Officer as being subject to all or a portion of the compliance procedures or policies adopted by HCP (collectively the “Supervised Persons”). HCP requires its Supervised Persons to act in the Funds’ best interests, abide by all applicable regulations and avoid any action that is, or could appear to be, legally or ethically improper. Supervised Persons are required to certify to their compliance with the Code upon hire and on an annual basis. Supervised Persons who violate the Code will be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, suspension or dismissal. Supervised Persons are also required to promptly report any violations of the Code of which they become aware. The personal trading policy for HCP Supervised Persons is set forth in HCP’s Code and is acknowledged as received and understood by each Supervised Person. HCP’s personal trading policies are designed to ensure that no Fund is disadvantaged by the transactions executed by any Supervised Person and that Supervised Persons in no respect misappropriate any benefit properly belonging to a Fund. HCP Supervised Persons are prohibited from trading, either personally or on behalf of others, in securities while in possession of material non-public information regarding these securities or communicating material non-public information to others. The Code establishes guidelines for personal trading requirements, insider trading and reporting of personal securities transactions, including certain pre-clearance and reporting obligations. Under the Code, HCP Supervised Persons are required to file certain periodic reports with the Chief Compliance Officer, as required by Rule 204A-1 under Advisers Act. The Firm maintains a restricted list regarding issuers about whom it has material non-public information. HCP generally prohibits the purchase or sale of securities on HCP’s restricted list; requires pre-clearance before Supervised Persons make a discretionary purchase of an IPO or limited offering (i.e., private placement); and requires periodic reporting of Supervised Persons’ personal securities transactions and all holdings. HCP endeavors to maintain current and accurate records of all personal securities accounts of its Supervised Persons in an effort to monitor all such activity. The principals and Supervised Persons of HCP carry on investment activities for their own account and for family members, friends or others who do not invest in the Funds, and give advice and recommend securities to vehicles which differs from advice given to, or securities recommended or bought for, the Funds, or outside of the investment mandate of the Funds. Investors can obtain a copy of HCP’s Code upon request to Eric Stuart, Chief Compliance Officer, at 313-962-5800 or email at estuart@huroncapital.com.

Participation in Client Transactions HCP or a company related to HCP serves as the investment adviser and General Partner, respectively, to the Funds. HCP, its Supervised Persons, and/or the General Partner of the Funds have an investment in the Funds. Therefore, it is possible that HCP will be considered to participate indirectly in transactions effected for those clients. The foregoing relationships, fees, and any other actual or potential conflicts of interest arising therefrom are disclosed in the respective Governing Fund Documents. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account, knowingly buys from or sells a security to an advisory client. This also applies to any affiliates or controlling persons of the adviser (i.e., an owner, employee or affiliate of the adviser). Cross trades between Funds can also be deemed to be principal transactions if the adviser (and/or its affiliates, owners, or controlling persons) own, in the aggregate, 25% or more of either Fund. In the context of HCP’s business, a principal transaction would most likely refer to the practice of warehousing an investment for the formation of a future Fund or HCP or a Fund General Partner purchasing the interest of an existing Investor (excluding a HCP employee or other affiliated investors). Agency cross transactions occur when an affiliate arranges a transaction (i.e., acts as broker) between two or more different funds or accounts that are managed by that same adviser or an affiliate. Agency transactions can also arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. In the context of HCP’s business, an agency cross transaction would most likely refer to the practice of selling a portfolio company from one Fund to another. In the event HCP were to recommend a principal transaction or agency cross transaction, it would only be after: (i) the Firm has determined the transaction to be in the best interest of participating Funds; (ii) the transaction is permitted by the relevant Governing Fund Documents; (iii) proper disclosure is given to the relevant General Partner, Investors or Advisory Council, as appropriate; (iv) consent is obtained from the appropriate parties; and (v) the Firm ensures that best execution is achieved for the transaction.

HCP focuses on securities transactions of private companies and generally purchases and sells such companies through privately negotiated transactions. In such privately negotiated transactions, best execution is met by the consummation of the deal with the best possible terms for the client. In pursuit of best execution in both privately negotiated and publicly traded securities, HCP on occasion will engage the services of a broker-dealer or investment banker for either the purchase or sale of an investment.

When selecting a broker-dealer or investment banker for either the purchase or sale of an investment, HCP considers a variety of factors based on its best judgment of who can provide best execution, including: (i) HCP’s prior experience with the broker-dealer or investment banker; (ii) the broker-dealer or investment banker’s execution capabilities with respect to the relevant type of order, financial responsibility, reputation and expertise within the industry; (iii) the broker-dealer or investment banker’s responsiveness to HCP; (iv) the broker-dealer or investment banker’s expertise in dealing with investments that are restrictive or illiquid in nature; (v) the value of any research services provided; and (vi) the commissions rates. HCP’s overall aim in selecting a broker-dealer or investment banker is to maximize returns for the Funds. Although HCP generally seeks competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent, especially in private securities transactions that rely heavily on the specialty services or experience of a broker-dealer or investment banker that operate outside of a competitive bidding process. Transactions that involve such specialized services on the part of the broker-dealer or investment banker often entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. HCP focuses on making investments in private securities; thus, it does not engage in traditional brokerage transactions, utilize any soft dollar relationships with any broker-dealer, receive client referrals in connection with selecting or recommending broker-dealers for the Funds, nor permit Investors to stipulate the direction of brokerage. In the event HCP were to aggregate the purchase or sale of securities for the Funds, it would do so based on each Fund’s proportionate ownership.

HCP receives compensation in the form of fees paid by the Limited Partners, as disclosed in the Governing Fund Documents and in Items 5 and 6 above. HCP or certain of its affiliates have the right to receive certain non-investment advisory fees in connection with the Funds’ investments and portfolio companies, as described in the Funds’ Governing Fund Documents and above in Item 5. For example, HCP is entitled to receive certain Other Fees from a portfolio company for services provided to the portfolio company. Generally, 50-100% of such Other Fees are offset against the Management Fee, depending on the Governing Fund Documents of the applicable Fund. These types of fee arrangements present potential conflicts of interest and provide HCP with an incentive to recommend investments based on compensation received rather than the best interests of the Funds. To help mitigate this potential conflict of interest, an allocable portion of such benefits received by HCP or its employees in connection with services rendered to portfolio companies or transactions of the Fund are offset in part against Management Fees payable by the Funds, to the extent described in Item 5 above and detailed in the Governing Fund Documents.

During the course of raising capital for a new fund, HCP has in the past with respect to certain Funds and will potentially in the future, enter into solicitation agreements pursuant to which it compensates a third party placement agent for referrals that result in a potential investor becoming a Limited Partner in a HCP Fund. The cost of any fees paid to a placement agent are paid by the Funds and offset dollar for dollar against the Management Fee, although related expenses incurred pursuant to the relevant placement agent agreement, including but not limited to placement agent travel, meals and entertainment expenses, typically will be borne by the relevant Fund as part of its organizational costs. Any placement agent engaged by HCP will be registered as a broker-dealer to the extent required by law or regulation.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s or Investor’s evaluation of the adviser or the integrity of the adviser’s management. Neither HCP nor any of its officers, directors, employees or other management persons, have been involved in any legal or disciplinary events that would require disclosure in response to this Item. On occasion, in the ordinary course of its business, HCP is named as a defendant in a legal action.

Although there can be no assurance of the outcome of such legal actions, HCP does not believe that any current legal proceeding or claim to which HCP is a party, if any, would individually or in the aggregate materially affect the Firm or the Funds’ results of operations, financial position or cash flows.

All investments are carefully reviewed and approved by HCP’s Investment Committee as described in the applicable Governing Fund Documents. Additionally, the portfolio companies are reviewed on an ongoing basis and HCP investment personnel meet regularly to discuss investment ideas, economic developments, industry outlook and other issues related to current portfolio holdings and potential investment opportunities. Moreover, partners of HCP monitor portfolio company performance through regular management meetings, as well as detailed reviews of specific portfolio companies that occur as needed. HCP provides each Limited Partner with the following reports in accordance with the terms of the applicable Governing Fund Documents: (i) audited annual financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) as promulgated by the Financial Accounting Standards Board (“FASB”), accompanied by the report

of the independent certified public accountant, within 120 days of fiscal year end (or sooner as specified in the Governing Fund Documents); (ii) unaudited quarterly financial statements together with investment information on each Fund’s portfolio companies; and (iii) annual tax information necessary to complete any applicable tax returns (K-1). HCP also provides Limited Partners with an annual report containing investment information on each Fund’s portfolio companies and holds an annual meeting with the Limited Partners. These reports are prepared in writing and delivered electronically, according to Governing Fund Documents for Limited Partners’ respective Funds. In the course of conducting due diligence or otherwise, Investors periodically request information pertaining to HCP’s investments. HCP responds to these requests, and in answering these requests provides information that is not generally made available to other Investors who have not requested such information. Additionally, as it pertains to existing Investors, upon request or pursuant to contractual obligations, certain Investors receive additional information and reporting that other Investors do not receive. The fact that HCP provides such information upon request to one or more Investors does not obligate HCP to affirmatively provide such information to all Investors. As a result, certain Investors will have more information about a Fund than other Investors, and HCP has no duty to, and does not intend to, ensure all Investors seek, obtain or possess the same information regarding a Fund and its investments and/or portfolio companies.

HCP is deemed to have custody over the Funds’ assets because of its affiliation with each Fund’s General Partner and the ability of its General Partners to deduct fees from Fund accounts. HCP has elected to undergo an annual GAAP financial statement audit for each of its Fund vehicles in order to meet the Custody Rule requirements. The HCP Funds are audited annually by a Public Company Accounting Oversight Board (“PCAOB”)-registered and inspected auditing firm and HCP delivers (or will deliver, for newly closed Funds) to the Funds and their Limited Partner Investors a copy of the annual audited financial statements within 120 days of the fiscal year end. In addition, upon the final liquidation of a Fund, HCP will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Fund to all underlying Limited Partners promptly upon completion of the audit. Limited Partners are encouraged to carefully review such financial statements. HCP does not, however, accept physical possession of Fund assets or securities (other than certain privately offered securities to the extent permitted by the Advisers Act); called capital is deposited or wired into the respective Fund’s bank account. HCP receives monthly statements from its qualified custodians on behalf of the Funds. For more information about HCP’s qualified custodians, please see Form ADV Part 1, Schedule D, Section 7.B.(1).

HCP is retained on a fully discretionary basis and is authorized to determine and direct execution of portfolio transactions pursuant to the terms of the Governing Fund Documents for each Fund. The terms upon which HCP serves as an investment manager are established at the time each Investor subscribes for an interest in a HCP Fund. To invest in the Fund, a Limited Partner must execute Governing Fund Documents. Such Governing Fund Documents generally contain a power of attorney that grants HCP or its General Partner certain powers related to the orderly administration of the affairs of the Funds. With limited exceptions, such as certain conflicts of

interest as discussed elsewhere in this Brochure, HCP is not required to contact an Investor prior to transacting any business once such Investor executes these documents. Investment advice is provided directly to the Funds and not to Investors in the Fund individually. HCP has discretionary authority based on the Governing Fund Documents to buy and sell securities and other investments on behalf of the Funds. Generally, HCP’s only restrictions with respect to managing a Fund, such as (but not limited to) the type of securities in which a which a Fund is permitted to invest, will be contained in the relevant Governing Fund Documents. However, a Limited Partner in a Fund can seek to impose limitations on HCP’s authority through a side letter agreement and the Firm can choose to accept reasonable limitations or restrictions at its discretion. All limitations and restrictions placed upon HCP’s investment authority with respect to a Limited Partner’s investment must be presented to HCP in writing and agreed to by HCP and such Limited Partner. Other Limited Partners are not provided with consent rights with respect to such side letters.

By virtue of the applicable Governing Fund Documents, HCP has the authority to vote proxy statements on behalf of the Funds. HCP has adopted proxy voting policies and procedures pursuant to Advisers Act Rule 206(4)-6. HCP’s proxy voting policy seeks to ensure that it votes proxies in the best interest of the Funds, including if there are material conflicts of interest in voting proxies. In all such matters, HCP votes in what it believes to be the best interest of the Funds. HCP’s Funds are exclusively invested in privately-held portfolio company investments which typically do not issue public proxies; therefore, the majority of “proxies” received by HCP will be written shareholder consents or similar instruments for private companies. For the Control Funds (and in limited circumstances, the Non-Control Funds when they make controlling investments), the investment opportunities that HCP seeks allow the Funds to have influence on the management, operations and strategic direction of the portfolio companies in which it invests through its majority interest and/or through its employees who sit as officers and directors on portfolio company boards. HCP will seek to avoid material conflicts of interest between its own interests on the one hand, and the interests of its Funds on the other. However, as is typical with private equity investing, for the Control Funds (and in limited circumstances, the Non-Control Funds when they make controlling investments), HCP seeks and accepts the election of one or more HCP representatives to serve on the board of directors on behalf of such Funds and will typically, but not always, vote in favor of board recommendations. In situations where HCP is required to vote the proxy for a company in which employees of HCP serve on the board of directors, HCP has determined that its position on the board of directors does not inherently present a conflict of interest, as the sole

purpose of this representation is to maximize the return on the Funds’ investment in such portfolio company. Accordingly, while HCP is generally, but not automatically, fully supportive of recommendations made by a portfolio company’s board of directors with respect to votes related to that issuer, it will review all votes in accordance with its proxy voting guidelines and will not necessarily vote in favor of the board’s recommendation. Fund Investors cannot direct how HCP votes proxies or exercises control. All conflicts of interest, if any, that arise in connection with exercising a proxy vote will be resolved in the interests of HCP’s Funds. In situations where HCP perceives a material conflict of interest, HCP can choose to defer to the voting recommendation of its Advisory Council of the involved Fund or take such other action in good faith which HCP believes would protect the interests of HCP’s Funds. Investors can obtain a copy of how HCP voted proxies, if any, upon request to Eric Stuart, Chief Compliance Officer, at 313-962-5800 or email at estuart@huroncapital.com.

HCP (i) does not require or solicit pre-payment of more than $1,200 in fees per Fund more than six months in advance, (ii) does not have a financial condition that is likely to impair its ability to meet contractual commitments to Funds or Investors and (iii) has not been subject to any bankruptcy proceeding during the past 10 years.