Invesco Private Capital, Inc.

This Item 4 requires an investment adviser to describe its advisory business, including the types of services offered, whether the investment adviser specializes in a particular type of advisory service and the amount of assets managed by the investment adviser. IPC, a Delaware corporation, was founded in 1981 and has been registered as an investment adviser with the SEC since 1993. IPC is directly owned by Invesco Advisers, Inc. (“IAI” or “Invesco Advisers”) and is a wholly owned subsidiary of Invesco Ltd., a publicly held global investment management company with offices throughout the world that trades on the New York Stock Exchange (NYSE: IVZ). IPC is headquartered in downtown New York City and has offices in San Francisco and Dallas. IPC most recently had two primary investment strategies: (1) Fund of Funds Investing (“FOFs”, each referred to herein as “FOF” or “FOFs”) and (2) Direct Venture Capital Investing. As of December 2024, the Firm has paused making new venture investments but will continue monitoring and eventually liquidating existing investments. Venture Investing. IPC’s investment philosophy underlies the strategy the Firm uses to construct our venture portfolios which currently largely include FOF investments. The Firm believes there is significant upside potential for those who understand the illiquid nature of this asset class with a long-term investment horizon. IPC does not believe private markets can be timed, nor can the largest funds be relied upon to deliver superior returns over consecutive cycles. For these reasons, IPC invests selectively over time and overweighs our portfolios in smaller or niche venture capital investment firms. IPC’s products can accommodate investors who have little or no current exposure to private equity, as well as clients who prefer to handle a certain portion of their venture capital investment commitments in-house, while outsourcing specialized portions of their program to a skilled, dedicated outside manager. By constructing our core venture portfolios over a multi-year period, IPC attempts to diversify over a typical investment cycle. IPC’s venture portfolios are constructed with a mix of partnerships that vary by size, stage of investment, investment strategy, geography and industry. In addition, certain of our venture portfolios may opportunistically invest directly into companies (described further below) either sourced through our existing partnership investments or outside of this network. When blended together, IPC believes these characteristics help to mitigate overall portfolio investment risk. Types of Advisory Services. IPC provides investment advisory services to direct venture and FOF clients structured as U.S. investment vehicles (each, a “Fund” and collectively, “Funds”) exempt from SEC registration under the Investment Company Act of 1940, as amended (the “Investment Company Act” or “1940 Act”) and the U.S. Securities Act of 1933, as amended (“the “Securities Act”), as well as sub-advised separately managed account clients (“SMAs”), (collectively referred to herein as “Client” or “Clients”), in its capacity as a sub-advisor to third-party regulated entities.

Advisory services provided to all Clients are fully discretionary where IPC has the authority to make all investment decisions for its Clients’ accounts subject to any guidelines or restrictions agreed to between IPC and its Clients. As of December 31, 2025, IPC manages approximately $860,423,023 of Client assets on a discretionary basis.

This Item 5 requires an investment adviser to describe how it is compensated for its advisory services, as well as what other costs are borne by an advisory client. IPC generally receives management fees and carried interest allocations in connection with the investment advisory services it provides to Funds. IPC charges management fees in arrears. A specific explanation of how IPC is compensated, and its method of fee calculation are set out in the offering materials, disclosure documents, management agreements and/or other governing documents (each a “Governing Document” and collectively, the “Governing Documents”) of the relevant Fund or SMA and should be carefully reviewed. Fees are generally based on commitments or invested capital as determined by the relevant Client’s investment management agreement or Governing Documents. Fees are generally deducted directly from a Fund or billed directly to and paid by a SMA based on the relevant Governing Documents. Fees and compensation may be negotiable based on a variety of circumstances such as specialized guidelines, performance fees, existing accounts or relationships with IPC or its affiliates, offshore relationships, account size, or type of investor. Employees of the Firm or its affiliates investing in a Fund or in employees’ securities companies offered as parallel vehicles to a Fund may enjoy more favorable fee structures. Funds. Dependent upon the relevant Fund’s Governing Documents, management fees generally range from 0.25% to 1.50% per annum payable quarterly on the basis of the limited partners’ capital commitments or adjusted aggregate cost of investments plus in certain instances 5% - 10% carried interest, which can include a preferred return of up to 8%. Full disclosure of these fees can be found in the relevant Fund’s Governing Documents, which may include side letter agreements, if any, and may vary among investors as fees are negotiable. Separately Managed Accounts. The amount, timing, manner and calculation of management fees for SMAs are set forth in the sub-advisory agreements with those Clients’ adviser. Other Fees or Expenses. In addition to the various fees above, Clients, specifically the Funds, could bear certain other fees and expenses, as permitted in the Governing Documents, which are incidental or related to the management and operation of the Funds. For the Funds, these fees and expenses generally include, but are not limited to: all costs and expenses relating to their operations, activities, investments and business that are not reimbursed by a portfolio company or portfolio fund (which reimbursements may be for travel, including, in certain circumstances, meal and entertainment expenses, and other expenses incurred in connection with such Fund investment) or applied to reduce transactions fees (as defined by the relevant Fund’s Governing Documents), including, but not limited to: (a) legal, auditing, consulting, expert network, and accounting fees and expenses (including costs of reports to the partners, financial statements, tax returns, tax estimates and Schedule K-1s and any other Fund related reporting, and all costs associated with the Funds’ administration or filing obligations (including (i) expenses incurred in connection with the payment to a third-party administrator, if applicable, for the performance of services including administrative and back- office services and (ii) expenses and costs associated with any software or online data portal used in connection with the maintenance of the Funds’ books and with such reporting)); (b) any taxes, fees or other governmental charges levied against the Funds or on their

income or assets in connection with their business or operations and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Funds, in each case, except to the extent such amounts are (i) allocable to, or subject to indemnification by, a partner and (ii) actually borne or paid by such partner; (c) all expenses and costs incurred in connection with compliance with any applicable regulatory regimes as may be required by applicable laws, rules and regulations, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, any applicable Commodity Futures Trading Commission Rules, and any regulatory filings required to be made in respect of the Funds or any alternative investment vehicle or feeder fund (including FATCA, Form PF and those relating to the Alternative Investment Fund Managers Directive (the “AIFM Directive”), but excluding Form ADV); (d) custodial fees, commissions, other fees and expenses arising from its operations; (e) expenses and fees incurred in connection with the identification, investigation, structuring, acquisition, holding, organizing, managing, operating, valuing, winding up, liquidating, dissolving and disposition of the Funds’ proposed or actual portfolio investments, whether or not consummated (including due diligence in connection therewith and refinancing thereof), including, but not limited to, interest on money borrowed by or on behalf of a Fund, legal, accounting, audit, consulting, travel, meals, entertainment, hedging, attendance at conferences in connection with the evaluation of potential portfolio investments or specific sectors or industries to the extent such conferences are in furtherance of the Funds’ business, and other expenses (to the extent not subject to reimbursement); (f) appraisal fees and expenses, including, but not limited to, the cost of obtaining from an independent appraisal firm a valuation of the portfolio investments held by the Funds as of the end of each fiscal year and expenses incurred in connection with other third-party valuations; (g) any expenses and costs incurred in connection with a proposed portfolio investment that would have been allocable to coinvestors had such proposed transaction or investment been consummated, if the amount allocable to such co-investors is not paid by such parties; (h) commissions, brokerage fees, custody fees, legal fees and expenses or similar charges incurred in connection with the purchase and sale of securities; (i) distressed loan servicing fees; (j) reasonable expenses of the members of the advisory board earned, charged or incurred in their capacity as such; (k) all fees, expenses and settlements related to hedging transactions; (l) all expenses relating to litigation and threatened litigation, investigation, indemnifications, settlements or reviews or other extraordinary events involving the Funds and the amount of any judgments or settlements paid in connection therewith (except for legal expenses related to litigation, investigation, settlements or reviews or other extraordinary events arising from acts or omissions of a Fund’s general partner, its agents or employees as to which it has been determined that the general partner, its agents or employees has engaged in certain disqualifying conduct as defined by the applicable Funds’ Governing Documents); (m) fees and expenses of independent accountants for formal accounting systems and the preparation and review of financial statements, other reports and filings to or for partners; (n) fees and expenses for banking, investment banking, legal, accounting and/or custodial services, and other services supplied by independent collateral agents and other specialized professional service firms, in each case provided to the Funds at the request of a Fund’s general partner or members of the advisory board; (o) all insurance premiums or similar expenses incurred in connection with the activities and management of the Funds (including directors and officers, errors and omissions liability and other insurance); (p) fees incurred by the Funds for special advisory or consulting services; (q) expenses for the operations and maintenance of any other entity formed as an affiliate of the Funds for the purpose of making portfolio investments or conducting other permitted activities of the Funds; (r) the cost of forming and maintaining alternative investment vehicles and any holding vehicles

formed in connection thereto; (s) expenses incurred for the holding of general meetings of the limited partners and related meal and entertainment expenses, if any; (t) all expenses incurred in connection with any indebtedness of the Funds (including any credit facility, letter of credit or similar credit support), including interest and fees with respect thereto, or seeking to put in place any such indebtedness or guarantee; (u) all expenses of liquidating the Funds and (v) all other costs incurred in connection with the administration of the Funds or otherwise that may be authorized by a Fund’s partnership agreement or Governing Documents or approved by a majority in interest of the limited partners or the advisory board. In certain instances, the Fund’s general partners may appoint service companies to act as service providers to portfolio companies owned by those Funds. Such Funds are charged fees on an arm’s length basis. Similarly, IPC has provided certain fund administration services to a Fund rather than engage a third-party administrator to perform such services. The costs for providing these fund administration services performed by IPC employees to various Funds are not included in the management fee and are charged to the relevant Funds. These relevant Funds currently reimburse IPC for accounting services provided by IPC’s accounting personnel. This reimbursement amount is based on an estimate of time spent on services provided to the Fund. These charges for fund administration services performed by IPC employees to various Funds are only applied as permitted by the governing documents of Clients. IPC reviews its internal chargebacks at least annually to seek to ensure that they are at or below applicable market rates. Whether an expense is a Client or Firm expense, is memorialized in the respective Client’s Governing Documents. Expense allocation determinations are made in accordance with the Firm’s Fees and Expenses Processing and Allocation Policy and the applicable Clients’ Governing Documents. In general, expenses are allocable pro rata to each Client that receives the benefit of such expense. At times, certain expenses, such as board of directors’ travel, litigation, or research, are reimbursed by portfolio companies.

This Item 8 requires an investment adviser to describe its investment strategy and methods of analysis, including risks associated with such strategy and methods of analysis. In addition, an investment adviser must disclose that investing in securities involves risk of loss that clients should be prepared to bear. The investment strategies, methods of analysis, and risks associated with each strategy (FOFs and Direct Venture Capital Investing) are described below. The specific investment strategy and corresponding method of analysis and risks for each Client will be specified in more detail in Governing Documents of such Client. Investing in each strategy involves risk of loss that Clients should be prepared to bear. The summary of risks below may not be applicable to all Funds or Clients and does not purport to be a complete list or explanation of all risks involved. Investment Strategies and Methods of Analysis. The investment strategies and methods of analysis for each of IPC’s strategies are as follows. FOF Investing. IPC’s FOF strategy analyzes Funds and portfolio managers in which IPC Client accounts invest using a variety of quantitative and qualitative criteria including historic performance, portfolio risk measures, exposure data, position concentrations and limits, the relevant experience of the portfolio managers, the business model of the portfolio managers’ organizations, and the financial commitment of the portfolio managers. IPC maintains a database of qualitative and quantitative information, obtaining such information regarding current and potential private funds and portfolio managers from its business network (which includes investment managers, consultants, prime brokers and other service providers), various on-line data services, industry publications, reports and other materials prepared by portfolio managers, and direct conversations with portfolio managers and their service providers. IPC typically conducts multiple independent reviews of each potential portfolio manager prior to making an initial allocation decision in respect of such portfolio manager. The teams conduct on-site diligence meetings as part of its due diligence review process. IPC must approve a prospective portfolio manager before it can be included in the portfolio of a FOF or other Client account. Direct Venture Capital Investing. IPC seeks to conduct reasonable and appropriate analysis and due diligence prior to making an initial direct venture capital investment or follow-on investment in a portfolio company. After an investment is made, IPC checks in with the portfolio’s management team to monitor company development and progress. IPC also reviews, when available, performance metrics provided by the portfolio companies. For those direct investments that are in liquidation stage, IPC is actively engaged in exploring strategies to realize the remaining investments via initial public offerings, trade sales and secondary sales of ownership positions to other investors. In many instances, a direct venture capital investment is made through a co-investment vehicle alongside a FOF portfolio fund managed by a thirdparty. Situations may arise where such direct venture capital investment is sold by the thirdparty fund but still held by the co-investment vehicle.

Risks. IPC’s investment strategies have certain risks to investors. The risk factors summarized below may not be applicable to all Funds or Clients. This summary does not purport to be a complete list or explanation of the risks involved in an investment in a Fund or Client. The Governing Documents for each Client typically include a more detailed summary of material risks applicable to that Fund’s or Client’s investment strategy and structure and should be read in conjunction with the risks below. Risk of Loss. Investing in securities or other investment holdings involves risk of loss that Clients should be prepared to bear. There can be no assurance that the investment objectives of a Fund or other Client account, including risk monitoring and diversification goals, will be achieved, and results may vary substantially over time. Market Risks. The success of Funds’ and other Client accounts’ investment programs depends to a great extent on market factors to which there can be no assurances that IPC will accurately predict their movements and therefore how they may impact exit strategies. Dependence on the Portfolio Managers. The success of IPC’s Fund and other Client accounts depends upon the ability of IPC to develop and implement investment strategies that achieve a Clients’ investment objectives. Subjective decisions made by IPC may cause a Fund and/or other Client account, as applicable, to incur losses or to miss profit opportunities on which it may otherwise have capitalized. IPC relies on valuations of underlying investments provided by its portfolio managers in valuing certain interests in Funds and other Client accounts. Operational failures or misconduct by such portfolio managers may result in these valuations being inaccurate, which in turn may adversely impact Funds, other Client accounts and their underlying investors. Possession of Material Non-Public Information; Other Investment Restrictions. To the extent IPC or its affiliates become privy to material non-public information (“MNPI”), IPC may be restricted in its ability to make an investment in or withdraw on behalf of a Fund or other Client account from a particular portfolio fund or holding. Additionally, in certain instances, IPC might become restricted in its ability to make an investment in or withdraw from a particular portfolio fund on behalf of a Fund or other Client account even though it may not be privy to any MNPI; such restrictions could be derived from contractual obligations and/or confidentiality obligations, applicable law and/or internal policies and procedures. In such instances, a Fund or other Client account’s ability to make an investment in or withdraw from a particular portfolio fund or holding could be significantly restricted, which could adversely impact such Fund or other Client account, including by preventing the execution of an otherwise advisable transaction (including, a withdrawal, closing or winding-down of a position). Without limiting the above, it should be noted that from time to time, IPC and its affiliates may be subject to contractual “stand-still” obligations and/or confidentiality obligations that alone or in light of applicable law and/or internal policies and procedures adopted by IPC and its affiliates may restrict the Firm’s ability to make an investment in or withdraw from a particular portfolio fund or holding on behalf of a Client account.

Illiquid and Long-Term Investments. Most Client investments are highly illiquid, and there can be no assurance that a Client will be able to realize these investments in a timely manner. The realizable value of a highly illiquid investment at any given time may be less than its intrinsic value. Although certain of these investments may generate current income, the return of capital, and the realization of gains, if any, with respect to these investments will occur only upon the partial or complete disposition of the investment. While an investment may be sold at any time, typically this will occur a number of years after the investment is made and there can be no assurance that a Client will be able to dispose of an investment at the price and time it wishes to do so. Certain investments may be in or cause Clients to receive securities that are or become publicly traded. Public Company Holdings. A Client’s investment portfolio may contain securities issued by publicly held companies which are typically received as distributions in kind from underlying private holdings. Such investments may subject the Clients to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of a Client to dispose of such securities and loans at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including the principals, and increased costs associated with each of the aforementioned risks. Side Letters. IPC enters into side letters with specific investors supplementing or altering the terms, rights, or provisions of, the applicable Governing Documents of an applicable Fund, including with respect to economic terms, fee structures, excuse rights, information rights, coinvestment rights (including the provision of priority allocation rights to investors admitted to a Fund within a prescribed period following the initial closing thereof or making or holding aggregate commitments of a certain size to one or more Funds) and liquidity or transfer rights. While IPC has no obligation to offer all such additional rights, terms or conditions to any other investor in such Fund, IPC generally makes side letters available to all limited partners of the relevant Fund. Public Disclosure. Some Clients or Fund investors may be public pension plans or listed investment vehicles that are subject to public disclosure requirements. The amount of information about their investments that is required to be disclosed has increased in recent years, and that trend may continue. To the extent that confidential information relating to a Fund or other Client account, or its investments results from interests being held by public investors is disclosed, such Fund or other Client account may be adversely affected. Market and Regulatory Risks. Events in the world financial markets may materially adversely affect Funds and other Client accounts and the portfolio funds or other interests in which they invest. Market events, such as the world financial crisis of 2008, can cause extreme losses and volatility in securities markets and the failure of certain markets to function normally. Client accounts and their underlying portfolio holdings may be materially and adversely affected by similar or other events in the future, and it is impossible to predict when such events may happen, what their impact on world markets will be, or how long they will continue. Legal, tax

and regulatory developments also may adversely affect Client accounts and their underlying portfolio holdings. There has been an increase in governmental, as well as self-regulatory scrutiny of the alternative investment industry in general in the U.S. and other countries. It is impossible to predict what, if any, changes in regulations may occur that could have a material adverse impact on a portfolio fund and, therefore, any Fund or other Client account holding such portfolio fund. Nature of Portfolio Fund Investments by FOF. FOFs generally acquire limited partnership interests that are subject to contractual or other restrictions on transfer and that may only be transferred with the consent of the limited partnership’s general partner. A FOF generally also will not have withdrawal or redemption rights with respect to the portfolio funds in which it invests. The market prices, if any, of such investments tend to be volatile and a FOF may not be able to sell such investments when it desires or, upon sale, to realize what IPC perceives to be fair value. The FOF platform made investments in collective investment funds (1) with short investment histories, (2) that rely on a few key principals, (3) that invest in companies with short operating histories, (4) that rely on a few key managers, (5) that may be organized and/or operate outside the United States, (6) that are, or have portfolio companies that are, highly leveraged and/or that operate in rapidly changing markets and (7) that invest in the most junior securities of a portfolio company and thus are subject to the greatest risk of loss without any collateral to protect the investment once made. The portfolio funds in which the FOFs invest are generally subject to their own management fees, carried interest and expenses that are similar to (but typically higher than and in addition to) those of a FOF, and a FOF will bear (and limited partners indirectly will bear) such amounts in connection with portfolio fund Investments. The success of each of the portfolio funds in which a FOF invests (and, as a result, the success of the FOF) is subject to those risks which are inherent in private equity investments. These risks are generally related to (i) the ability of each of the portfolio funds to select and manage successful investments, (ii) the quality of the management of each portfolio company in which the portfolio funds invest, (iii) the ability of the portfolio funds to liquidate their investments, and (iv) general economic conditions. There can be no assurance that the investments made by the portfolio funds will result in attractive rates of return to a FOF. Although IPC will monitor the performance of each FOF investment, it will primarily be the responsibility of each portfolio fund’s investment team to monitor portfolio company performance, and each portfolio company’s management team to operate each portfolio company on a day-to-day basis. A FOF will not be able to participate in the management or control of its portfolio funds nor of the companies in which the portfolio funds invest. Consequently, a FOF generally will not be able to control the amount and timing of distributions from the portfolio funds, which may affect an investor’s returns. New and Next Generation Managers. FOFs have targeted a portion of their investments in portfolio funds managed by fund managers raising first-, second- or third-time private equity

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This Item 7 requires an investment adviser to disclose the types of clients that it generally advises and any minimum requirements for opening an account. IPC provides investment advisory services to Funds and sub-advised SMAs in its capacity as a sub-advisor to third-party regulated entities. IPC manages assets for its Funds and sub-advised SMAs and offered its Funds, either directly or through its affiliate, Invesco Distributors, Inc. (“IDI”), to persons who are “qualified purchasers” as defined in the Investment Company Act, “accredited investors” as defined in Regulation D under the Securities Act, and “knowledgeable employees” as defined in Rule 3c-5 under the Investment Company Act (typically through employees’ securities companies). Investors in Funds may include, but are not limited to, a range of U.S. and non-U.S. institutional investors, governmental and corporate pension and profit sharing plans (including investors regulated under the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), endowments and foundations, financial institutions, insurance companies, private wealth and other third-party distribution platforms and certain high net worth individuals and family offices, and sovereign wealth funds. IPC’s investment activities for its sub-advised SMA Client accounts are governed by sub-advisory agreements with third-party regulated entities. Additionally, IPC and/or its employees and affiliates may make capital contributions to the Funds (or parallel accounts thereof) and/or the general partners of the Funds. The minimum account size for FOF and Direct Venture Capital sub-advised SMAs is typically $50 million of assets under management but ultimate sizing is at the discretion of the portfolio managers. Funds are made available to investors who qualify for such products at investment amounts determined by IPC.

This Item 6 requires an investment adviser that charges performance-based fees to disclose how the investment adviser addresses any conflicts that arise from managing accounts side-by-side where one account bears performance-based fees and the other account does not. Consistent with the provisions of Rule 205-3 under the Advisers Act and as discussed in Item 5, IPC or its affiliated Fund’s general partners are entitled to performance-based fees in connection with certain of their Fund and/or Client accounts, depending upon the nature and investment strategy of a Fund or Client account. IPC may earn both management fees and carried interest from certain Client accounts and may only earn management fees or no fees at all from others. However, it is not currently making new investments. Performance-based fee arrangements may create an incentive for IPC to recommend investments to such Client accounts, which may be riskier, more speculative, or potentially more profitable than those which would be recommended under a different fee arrangement. Each of the Funds’ and/or Client accounts’ investment approach, strategy and focus are defined in the Funds’ and/or Clients’ respective Governing Documents, and the Firm has adopted allocation policies and procedures, subject to certain investment considerations, to handle potential conflicts of interest in relation to investment overlaps among Client accounts, including those with different fee structures. The Firm’s policies and procedures and Code of Ethics are designed to address potential conflicts of interest. IPC, guided by its fiduciary duties, seeks to manage potential conflicts of interest in good faith with the goal of ensuring that investments are allocated on a fair and equitable basis subject to the investment guidelines and other relevant provisions of the affected Clients’ Governing Documents.

This Item 10 requires an investment adviser to disclose any material relationship or arrangement that the investment adviser (or any of its management persons) has with any related financial industry participant, any material conflicts of interest that such relationships or arrangements may create, and how the investment adviser addresses these conflicts. Invesco Ltd. IPC is affiliated with Invesco and the many entities within the Invesco global structure, including broker-dealers registered with the Financial Industry Regulatory Authority, Inc. (“FINRA”), as well as SEC-registered investment advisers and non-U.S. investment advisers. For a complete list of all related financial industry affiliations, see Section 7.A. of Schedule D to IPC’s Form ADV Part 1. Affiliated Broker-Dealer and RIA. When IPC Funds were marketed, they were distributed by IDI, a FINRA-registered affiliated broker-dealer, or other third-party placement agents. Additionally, IAI, an affiliated SEC-registered investment adviser, provides certain marketing and administrative services to IPC including the Invesco affiliated trading desk. Certain IDI and IPC employees who were involved in the Firm’s marketing activities are registered representatives of IDI. Shared Personnel. IPC shares certain personnel with other affiliates, including Invesco Senior Secured Management, Inc. (“ISSM”). These activities and allocation of personnel time could be viewed as creating a conflict of interest in that the time and effort of officers, managers, and employees will not be devoted exclusively to the business of IPC. Additionally, there are generally no information barriers among IPC and ISSM. IPC, ISSM, WL Ross & Co., and the Invesco Ltd. global direct real estate business (together, the “Invesco Private Entities”), are situated on the “private side” of Invesco’s information barrier and share a single restricted list. See Item 11 for a discussion of restricted lists and information barriers governing the activities of IPC’s investment strategies. Some IPC personnel are also officers, employees, or conduct work for other affiliates. The fact that IPC personnel devote portions of their time and efforts to the activities of affiliates may pose a conflict of interest. Board Participation. Employees or officers of IPC can from time to time be members of the boards of directors of companies which can result from permitted investments of various strategies offered by the Firm. In these cases, IPC takes steps such as establishing information barriers or placing the security in question on a restricted list, which can limit or preclude the purchase or sale of such securities for Clients and Firm employees.

Trading This Item 11 requires an investment adviser to briefly describe its code of ethics and state that a copy is available upon request. An investment adviser is also required to disclose certain conflicts of interest that may arise if an investment adviser has an interest in client transactions or interests alongside its clients. Code of Ethics and Personal Trading. IPC is subject to a written Code of Ethics (the “Code”), as required under Rule 204A-1 of the Advisers Act, which sets forth standards of ethical conduct for IPC employees and is designed to address and avoid potential conflicts of interest. The Code and other IPC and Invesco Ltd. policies require IPC employees to act in a manner consistent with their fiduciary duty to Clients, abide by all applicable rules and regulations, and pre-clear and report applicable personal securities transactions including Digital Assets for certain personnel with exposure to IPC’s Digital Asset holdings. IPC maintains policies and procedures to avoid insider trading and the appearance of insider trading. Personal trading restrictions apply to all IPC employees as well as certain family members. IPC employees are required to report all brokerage accounts subject to the Code in which they or any immediate family sharing the same household have a direct or indirect beneficial ownership interest. IPC employees must generally pre-clear covered securities transactions, including IPOs and private placements, and provide copies of periodic account statements, or have them sent directly by their broker, to the compliance department. The compliance department maintains restricted lists, which include securities that Clients have or are considering purchasing. IPC will provide a copy of its Code of Ethics to any client or prospective client upon request. IPC and affiliates may recommend that Clients buy or sell interests in the same investment products in which it, or its related persons, have a financial interest. IPC and its related persons may own, buy, or sell for themselves the same securities that they may have recommended to Clients. IPC’s policies and procedures are intended to identify these and other potential conflict of interests and to seek to ensure that in all instances Client interests come first. Participation or Interest in Client Transactions. IPC employees and affiliates may make capital contributions to the Funds and/or the general partners of the Funds. While such investment should generally align the interests of IPC and such persons with the interests of the Clients, situations could arise in which IPC or such persons have interests which conflict with the interests of the Clients notwithstanding such commitment. Principal Transactions. In accordance with the anti-fraud provisions of the Advisers Act and with the Firm’s compliance policies and procedures, IPC will not, as principal, sell a security to, or buy a security from, any Client, without providing appropriate disclosure and obtaining the informed consent of such Client prior to the settlement of such transaction. Principal transactions may occur, for example, where the Firm warehouses an investment, in whole or in part, in one of its proprietary entities for the benefit of one or more Clients or seeds the initial portfolio of a Client by making the initial commitment and capital contributions to that Client

pending the admission of third-party investors to such Client account and the acquisition by a Client of the warehoused investment from the proprietary entity or the participation by such third-party investors in such seeded initial portfolio of investments, as applicable. In these cases, a Client may, for example, require that (i) the transaction price be determined to be fair by an independent valuation expert (the cost of which would be borne by the applicable Client) or be calculated in accordance with a formula provided for in the Governing Documents of that Client and (ii) the consent of the respective Client’s advisory board or limited partners be obtained prior to the completion of the relevant transaction or in connection with the limited partners’ subscriptions to that Client’s account. Additionally, prior to the receipt by a Client of capital contributions from its investors for which a capital call notice has been given, an IPC entity may fund such amounts on a temporary basis in order to permit that Client to make an investment. Such amounts will be reimbursed to that affiliated entity at cost as and when such capital contributions are made by the investors in that Client account. IPC does not consider such temporary arrangements to be principal transactions. Cross Transactions, Co-Investments and Adviser-Led Secondaries. Cross transactions are transactions in which the Firm arranges for a Client to buy a security from, or sell a security to, another Client. In addition, the Firm may cause different Clients to invest at different times in a single portfolio company, for example where a Client that made an initial investment in a portfolio company does not, when an opportunity to make a follow-on investment in the company subsequently arises, have sufficient capital for such investment. From time to time, IPC may determine that a cross transaction between Clients is in the best interest of the relevant Clients. Accordingly, IPC has adopted compliance policies and procedures designed to properly manage such potential conflict of interests. In addition, the Governing Documents of each such Client may impose certain restrictions on the ability of the Firm to effect these transactions. These may include a requirement for the transaction price to be determined by independent valuation sources, approved by an independent valuation expert, determined to be fair to Clients by an independent third party or otherwise calculated in accordance with such Governing Documents. In respect of adviser-led secondaries whereby IPC offers Fund investors the option to sell all or a portion of their interests or convert those interests into a new vehicle, IPC generally will secure a fairness opinion or similar third-party valuation unless otherwise determined by IPC based on the facts and circumstances. Where such transactions are not practical to avoid, such transactions can only be consummated if they are approved by the relevant Clients and/or their advisory board to the extent required by the applicable Clients’ Governing Documents and/or applicable law. New Fund Seed Capital. From time to time, affiliates of IPC will provide seed capital to help fund a new Fund. In doing so, IPC may purchase securities equivalent to the amount of capital deposited for such purposes in an account in the name of the affiliate that is later transferred into the Fund in exchange for a percent ownership in the Fund.

Allocation of Fees and Expenses. Fee and expense allocations will be made in good faith in accordance with the Firm’s Fees and Expenses Processing and Allocation Policy and the applicable Clients’ Governing Documents considering all factors deemed relevant. Any expenses shared by more than one Client in connection with evaluating and making consummated portfolio investments of such Clients or broken deals are generally allocated pro rata based on each Client’s invested capital (or, in the case of broken deals, the amount that would have been invested by each Client), as determined by IPC in good faith and in accordance with each Client’s Governing Documents. Allocation of Investment Opportunities. In accordance with its fiduciary duty, IPC seeks to allocate investment opportunities to its Clients on a fair and equitable basis in accordance with the Firm’s Allocation of Investment Opportunities Policy and all relevant guidelines and restrictions as outlined in the applicable Clients’ Governing Documents. If a particular investment opportunity falls within the investment objective of more than one Client, IPC will allocate such opportunity (including, any related co-investment opportunities) taking into account a number of considerations, including the sourcing of the transaction, the nature of the investment focus of each Client, the relative amounts of capital available for investment, any diversification limitations and restrictions, portfolio diversification, target rates of return, expected hold periods, the possibility that other Clients will invest in the same issuer or enter into a buy/sell transaction with such issuer and other considerations deemed relevant by IPC. In light of a shared restricted list and personnel, IPC may experience conflicts of interest among and between itself and the other Invesco Private Entities. IPC personnel are subject to policies and procedures designed to help identify, mitigate and address such conflicts of interest. Outside Business Activities. IPC employees may engage in outside business activities unrelated to their role at IPC, including serving as directors, officers, or employees of unaffiliated public, private or government entities, whether for profit or non-profit, which can give rise to certain conflicts of interests. The Firm’s policies require outside business activities to be pre-cleared and Compliance reviews certain employee certifications to identify such conflicts of interest. Additionally, IPC has adopted a Material Nonpublic Information and Restricted List Policy for the handling of confidential information to prevent the misuse of such information and to avoid situations that may create an appearance of misuse with applicable laws and regulations. Restricted List; Information Barriers. To address instances where IPC may be in possession of MNPI, IPC has adopted certain policies and procedures. These procedures include the establishment of a restricted list where securities are placed on the restricted list upon receipt of MNPI by Invesco Private Entities personnel. One restricted list is maintained among the Invesco Private Entities personnel although, since IPC is in wind down, this has had a minimal impact on its ability to conduct investment activities. The Invesco Private Entities are walled off both physically and virtually from the public side of Invesco Ltd.

This Item 12 requires an investment adviser to describe its brokerage selection, soft dollar, directed brokerage and trade aggregation policies. Broker Selection and Best Execution. To the extent required by applicable law, it is IPC’s policy to seek best execution of trades (if any) on behalf of its Clients by a selected brokerdealer. In seeking best execution, goals include timely, fair and cost-effective executions, fairness to Clients, both in priority of order execution and in the allocation of the price obtained in execution of trades, and compliance with Client trading-related mandates and investment restrictions. When appropriate under the Firm’s discretionary authority and consistent with the Firm’s duty to seek best execution, IPC may execute through broker-dealers who provide brokerage and unsolicited research services. Transactions are not always executed at the lowest available commission, and the Firm may effect transactions which cause the Clients to pay more than another broker-dealer would have charged if IPC determines that the additional cost is reasonable in relation to the value of the services provided to the Firm and its Clients. Trading and Brokerage. IPC prohibits the directing of commissions generated from Clients’ brokerage transactions to pay for Client referrals, and the making of any recommendation that “credit” be given to particular individual brokers within a brokerage firm. The Firm generally conducts trading with those broker-dealers that have been vetted through and approved by Invesco. In selecting brokers or dealers, IPC considers various factors, including, without limitation: the reputation, experience and financial stability of the broker-dealer; the ability to maintain IPC’s anonymity; the ability to provide competitive pricing; the size and timing of the transaction; the ability and willingness to commit capital and provide prompt and accurate execution and settlement; whether the broker-dealer makes a market in a security and/or finds sources of liquidity; the nature of the market for the security and the difficulty of execution; the broker-dealer’s trading expertise, including its ability to minimize total trading costs and to trade without unduly impacting the market; the belief that the broker-dealer charges a fair and reasonable fee for each trade, and that the Clients have been treated fairly and honestly in prior trades; and the quality of execution, quality of the broker-dealer relationship, quality of service rendered by the broker-dealer in prior transactions, and quality of any proprietary research and investment ideas. Trade Errors. IPC is subject to Invesco Ltd.’s Global Incident Management Policy that establishes guidelines to ensure trade errors are detected, communicated and corrected appropriately. IPC will reimburse the Client’s account for any loss due to a trade-related error. In the event that the error results in a gain, a Client generally will retain the proceeds. Soft Dollars. IPC does not currently have any third-party soft dollar arrangements. IPC’s affiliates that place orders with brokers for the execution of transactions on behalf of IPC’s Clients may occasionally receive brokerage and research services from various firms, including third parties that provide research or other services in return for directing IPC Client account’s brokerage business to them.

These services include quantitative and qualitative research information and recommendations for investments, as well as analyses and reports covering a broad range of economic factors, markets and trends. IPC believes this practice is in the long-term best interest of its Clients however, because the Invesco affiliated trading desk does place some transactions with brokers in recognition of the usefulness of their research or other products or services provided, Clients may pay commission rates that are higher than rates charged by another broker-dealer, if no research was provided. On an ongoing basis, IPC’s affiliates monitor and evaluate the performance and execution capabilities of the firms that provide research and brokerage services and also the levels of commission costs in comparison to those commissions paid by other institutional investment managers. Research services received from brokers and dealers are generally supplemental to IPC’s own research efforts. To the best of IPC’s knowledge, these services are generally made available to institutional investors doing business with such broker-dealers. IPC does not separately compensate such broker- dealers for the research and such services. Directed Brokerage. IPC generally does not recommend, request or require that a Client direct IPC to execute transactions through a specific broker-dealer. Order Aggregation. The same investment decision may be made for more than one Client account managed by IPC or an affiliate when transacting through IPC’s affiliated trading desk. In these circumstances, should purchase and sell orders of the same class of security be in effect at the same time, the orders may be combined to seek best execution. Orders partially filled will be allocated pro-rata in proportion to each account's original order or account, although exceptions may be made to avoid odd lots and de minimis allocations. Execution prices for a combined order will be averaged so that each participating account receives the average price paid or received. Where aggregation is not possible, the inability to aggregate the trade could result in an increase in client transaction costs.

This Item 14 requires an investment adviser to describe any arrangement under which it (or a related person) compensates another for client referrals and other compensation it receives. It is IPC’s policy that if a portfolio manager, employee or a related person serves as a director on a board of directors (or in a similar capacity) of a portfolio company in which IPC has invested on behalf of a Client account, compensation is either refused or credited to IPC (for existing holdings by IPC employees, such director compensation is tracked in accordance with the Firm’s policies). IPC will use such fees to offset a portion of the management fees charged to the relevant Client accounts, as described in the relevant Governing Documents. Additionally, portfolio companies may reimburse certain expenses such as board travel, litigation or research expenses.

This Item 9 requires an investment adviser to disclose information about any legal or disciplinary event that is material to a client’s evaluation of the integrity of the investment adviser or its personnel. On May 31, 2021, Invesco Ltd., the ultimate parent company of IPC, agreed to a settlement with the Federal Financial Supervisory Authority (“Bafin”) in the amount of 260,000 Euros (approximately $309,595 USD) for a matter related to ownership filings with the German regulator in relation to German listed companies. BaFin alleged Invesco Ltd. and AIM international mutual funds failed to submit voting rights notifications to BaFin and issuers by the required deadline. BaFin issued a Notice of Hearing on July 30, 2020 to Invesco Ltd. alleging that violations of the voting rights requirements occurred on 26 occasions related to the voting rights notifications of Invesco Ltd. and on 28 occasions relating to the voting rights notifications of AIM international mutual funds between 05/2019 and 10/2019. Invesco Ltd. paid the administrative fine on June 30, 2021. On September 24, 2024, IAI, an investment advisory affiliate of IPC, and IDI, an affiliated broker-dealer (together, with IAI, “Invesco”) entered into a settlement with the SEC in connection with the agency’s industry-wide investigation into the maintenance and preservation of electronic communications pursuant to applicable recordkeeping provisions of federal securities law. The settlement censures Invesco and requires that Invesco cease and desist from any existing and future violations, pay a civil monetary penalty of $35,000,000 and retain an independent compliance consultant, following the format for all other recent electronic communications settlements. Invesco cooperated with the government’s inquiry and has already taken significant steps to further strengthen the firm’s compliance environment as it relates to electronic communications, including by enhancing its policies and procedures, implementing increased training regarding the use of electronic communications, and beginning to implement changes to the technology available to employees. On November 8, 2024, IAI entered into a settlement with the SEC regarding IAI’s environmental, social and governance (“ESG”) policies and procedures. The SEC found that IAI lacked comprehensive policies and procedures to determine the percentage of companywide assets under management (“AUM”) that was ESG integrated. The SEC also found that IAI made misleading statements concerning the company-wide percentage of AUM that was ESG integrated. IAI was censured and ordered to cease and desist from violating Sections 206(2) and 206(4) of the Advisers Act and Rules 206(4)-1, 206(4)-7 and 206(4)-8 thereunder. IAI agreed to pay a penalty of $17.5 million.

This Item 13 requires an investment adviser to disclose how often the investment adviser reviews client accounts and who conducts the review. Oversight and Monitoring. IPC portfolios are typically monitored and reviewed by the investment personnel who handle the strategy on an ongoing basis and the applicable investment committee. Details of the monitoring vary based on the nature of the investment strategy. Additionally, the Firm reviews each proposed investment to seek to ensure compliance with the applicable Client’s Governing Documents and side letters, if any. Client investments are generally private and illiquid; accordingly, IPC’s review of them is not directed toward a short-term decision but rather an ongoing review of the portfolio of each Client to monitor performance and gauge the market for an optimal exit strategy. Client account management may require portfolio managers and operations personnel to provide quarterly and annual reviews regarding specific Client account requirements to ensure that individual accounts comply with contractual guidelines and restrictions. The team also monitors individual account composition and performance in comparison to models and arranges for efficient investment and liquidation when cash deposits and disbursements are made. The frequency of reviews will vary depending on the type of investment activity. Major changes in market conditions may also trigger ad hoc reviews. Client Reporting. IPC’s Fund investors and sub-advised SMA Clients receive written reports quarterly or annually, or as otherwise required by each Client’s Governing Documents. These reports generally provide performance metrics, sector classifications, yield, income, portfolio composition and value, and purchases and sales. Reporting frequency and content are tailored to Clients’ particular needs. IPC also furnishes Fund investors with annual audited financial statements or requested financial information as applicable, relevant tax forms and detailed capital call and distribution statements. IPC also generally provides Clients with periodic conference calls and holds investor meetings.

This Item 15 requires an investment adviser with custody of client funds or securities to explain to clients that they will receive account statements directly from a qualified custodian or that the investment adviser is relying on the annual audit exception to delivery of account statements under Rule 206(4)-2 for a pooled investment vehicle and will distribute such audited financial statements to all limited partners in such vehicle annually within 120 days of the end of its fiscal year (or 180 days for FOFs). Because IPC and its affiliates serve as general partner of certain Funds, IPC is deemed to have “custody” over such Funds within the meaning of Rule 206(4)-2 under the Advisers Act. Generally, Clients’ cash and securities are held by Qualified Custodians such as banks and/or broker-dealers. Audited financial statements are distributed to FOF investors within 180 days from the end of the respective Funds’ fiscal year. In the event an investor has not received its audited financial statements timely, please contact the Firm at the applicable phone number or at the address appearing on the cover page of this brochure. Should IPC not rely on the audit exception for a Client, such Client would receive statements directly from the Client’s qualified custodian at least quarterly and such Client’s accounts will be subject to a surprise examination at least annually by an independent public accountant registered with and subject to inspection by the PCAOB. Further, in such cases, Clients will be notified of the establishment of custodial accounts and any changes thereto. All investors should carefully review these financial statements.

This Item 16 requires an investment adviser with discretionary authority over client accounts to disclose such authority and any limitations clients may place on an investment adviser’s authority. IPC has discretionary authority for its Clients for which it is the investment adviser. Investment decisions and advice with respect to Clients’ accounts are subject to the Clients’ investment objectives and guidelines, as established by the Clients and set forth in the applicable Clients’ Governing Documents. For IPC to assume such discretionary authority, each investor must complete the appropriate subscription documents or an investment advisory agreement granting such authority.

This Item 17 requires an investment adviser to disclose its proxy voting practices, including whether a Client may direct the investment adviser to vote in a particular solicitation, how the investment adviser addresses potential conflicts of interest and how Clients can obtain information from the investment adviser about how the investment adviser voted securities and that Clients may obtain a copy of the investment advisers proxy voting policies and procedures upon request. IPC has adopted and implemented written proxy voting policies and procedures pursuant to Rule 206(4)-6. IPC votes proxies for securities over which it maintains discretionary authority consistent with its proxy voting policy and seeks to resolve any potential conflict of interests in the best interests of the Clients. It is IPC’s policy to exercise the proxy vote in the best interest of the Clients, taking into consideration all relevant factors, including acting in a manner that IPC believes will maximize the economic benefits to the Clients and promote sound corporate governance by the issuer. IPC retains ultimate voting discretion with respect to voting proxies. Funds are not able to direct the vote of their general partners. IPC’s proxy voting policy is designed to ensure that if a material conflict of interest arises, that the vote is not improperly influenced by the conflict. IPC representatives that serve on the board of directors of a portfolio company on behalf of Clients will typically, but not always, vote in favor of board recommendations. In situations where IPC is required to vote the proxy for a company in which employees of IPC serve on the board of directors, IPC has determined that this does not inherently present a conflict of interest, as the sole purpose of this representation is to maximize the return on the Clients’ investment in such portfolio company. In all cases where there is deemed to be a material conflict of interest, IPC will seek the advice of Compliance and Legal to resolve the conflict in the Clients’ best interests. IPC, in its sole discretion, may elect not to vote a proxy. Clients may obtain a copy of IPC’s proxy voting policies and procedures and information on how IPC voted proxies on behalf of such Client upon request.

Item 18: Financial Information This Item 18 requires an investment adviser to disclose certain financial information about itself that is material to clients if it requires or solicits prepayment of more than $1,200 in fees per client, six months or more in advance, has discretionary authority or custody of client funds or securities, or the investment adviser has been the subject of a bankruptcy petition at any time during the past ten years.

advance, has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding at any time during the past 10 years.

Item 19: Requirements for State-Registered Advisers This Item 19 requires certain responses from investment advisers registered with state securities authorities.