Lee Equity Partners

Lee Equity Partners, LLC (“Lee Equity,” “Firm,” “us,” “we,” and “our”), a Delaware limited liability company, is an investment adviser located in New York, New York. We provide discretionary investment advice to certain private equity investment funds, which includes parallel and affiliated funds (the “Funds” or our “Clients”) in accordance with the investment guidelines established for such Funds. Typically, we seek to invest in middlemarket growth businesses which we believe have strong and sustainable competitive positions, sufficient scale to attract high quality professional management and the ability to demonstrate continued growth. We are a generalist firm with investment professionals who have expertise in a number of industries, including financial, healthcare and business services. Lee Equity was formed in 2006 and is currently led by Christian E. Chauvet, Mark K. Gormley, Benjamin A. Hochberg, Thomas J. Holdstein, Yoo Jin Kim, Mark A. Mauceri, Daniel J. Rodriguez, Joseph B. Rotberg, Sally Vogelhut, and Collins P. Ward (our “Partners”). Certain affiliates of Lee Equity serve as general partner of the Funds (each a “General Partner” and collectively, the “General Partners”). Persons that invest in the Funds are referred to in this Brochure as “investors” or “limited partners.” We provide discretionary investment management services to the Funds and not individually to the investors in such Funds pursuant to an investment management agreement (each, an “Investment Management Agreement”). Investment advice is provided by Lee Equity directly to the Funds, subject to the direction and control of the General Partner of each Fund. Our Funds are primarily designed for limited partners not affiliated with the Firm. Certain other Funds are established to allow members, partners, employees of Lee Equity and certain other individuals to invest in (the “Affiliated Funds”, which are included in the definition of “Funds” in this document). Affiliated Funds may also include limited partners who are not affiliated with the Firm. Each of our Funds typically invests in, and divests of, each investment made by such Fund in parallel with one or more other Funds, including Affiliated Funds. Occasionally, a co-investor or co-invest vehicle may purchase a portion of an investment after the initial investment (a post-closing sell-down or transfer). These purchases usually occur shortly after the Fund’s investment to avoid any changes in valuation of the investment. Where appropriate, and in our sole discretion, we are authorized to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. Investment allocations among Funds are determined by the Funds’ organizational documents and our policies and procedures regarding the allocation of portfolio investments and co-investment opportunities. All Funds are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to Section 3(c)(1) and/or Section 3(c)(7) of the Investment Company Act. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act.

The General Partner of each Fund may enter into separate agreements, known as “side letters” or similar arrangements, with specific limited partners when they join the Fund. These agreements do not require approval from other limited partners. The side letters may establish rights or modify terms of the Fund’s partnership agreement in a manner that is more favorable to a particular limited partner than those available to other limited partners. Such rights or terms in any such side letter or other similar agreements may include, without limitation, (i) excuse rights applicable to particular investments (which may have the effect of increasing the percentage interest of other limited partners in, and contribution obligations of other limited partners with respect to, such investments), (ii) reporting obligations of the General Partner, (iii) waiver of certain confidentiality obligations, (iv) consent of the General Partner to certain transfers by such limited partner or (v) rights or terms necessary in light of particular legal, regulatory or public policy characteristics of a limited partner. Some limited partners who have a “most favored nation” provision can choose to adopt the rights and terms in any side letter or other similar agreement that apply to other limited partners. For additional information on side letters see Item 8. We do not participate in wrap fee programs. Management of Clients Assets As of December 31, 2025, we managed $5,811,847,107 of Client assets on a discretionary basis. This includes the committed capital which may be called by the Funds from their respective limited partners.

Lee Equity Compensation Lee Equity generally receives management fees from our Clients for our investment management services as specified in the limited partnership agreement and/or investment management agreements. These fees are paid quarterly in advance and are negotiated when the Fund is formed. Some Clients, including Affiliated Funds, whose investors may be members, partners, employees, related persons of Lee Equity, or others, may pay reduced or no management fees. Management fees may be waived by us, and under certain circumstances are subject to reduction. Management fees are typically paid from undrawn capital commitments by the investors or will be withheld from proceeds otherwise distributable by such Fund, as outlined in the Fund’s limited partnership agreement. If we do not provide services for the full fee period, we will return a pro rata portion based upon the number of days remaining in the applicable time period. Additionally, we may receive directors, consulting, monitoring and other similar fees or other transaction fees in connection with the investment activities of the Funds (“Other Fees”). We may also be reimbursed by portfolio companies for expenses incurred while providing services that give rise to Other Fees. These reimbursed amounts are not considered part of Other Fees but are indirect expenses that the Fund must bear. Other Fees are typically agreed upon when the Fund makes an investment in a portfolio company.

In general, the management fees that the Funds pay us is reduced by a portion of Other Fees, if any, in connection with the activities of the Funds. If the next installment of the management fee payable by a Fund is reduced to zero as a result of our receipt of Other Fees, the excess is carried over to the succeeding management fee payment date and applied as a reduction, but not below zero. Generally, upon dissolution of a Fund, we will refund the excess (up to the amount of aggregate management fees previously paid by such Fund) to such Fund for the benefit of its limited partners. We typically receive Other Fees from, co-investors (including any Affiliated Funds) in an investment. The receipt of these fees will not reduce the management fee payable by any Fund(s) also investing in the same opportunity. As a result, each Fund will generally only benefit from its share of the fee, and not from the portion that applies to the co-investors, which have the potential to be significant. Senior Advisors and Executive Advisory Board Members We have exclusive relationships with several senior professionals who provide certain key value-added services to the portfolio investments of the Funds (the “Senior Advisors”). In addition, Lee Equity and/or portfolio companies may retain other professionals to provide services to portfolio companies, including strategic, operating, and other advisory services, based on such person’s industry expertise and business experience (the “Executive Advisory Board” or “EAB”). These Senior Advisors and EAB members are not employees or members of Lee Equity, although in some cases Senior Advisors are members of the applicable General Partner and have an interest in the Funds’ portfolio investments. In addition, the Senior Advisors and EAB members are not subject to certain restrictions we impose on our supervised persons. In some instances, Senior Advisors and EAB members will receive compensation from the Funds’ portfolio investments and such compensation will not result in offsets to or reductions of the management fees. Senior Advisors and EAB members co-invest through a vehicle established for employees of, and consultants to, Lee Equity, to invest side-by-side with the Funds. As described in Item 6 and 8 below, such employee coinvestment funds will pay no management fee and no carried interest and will invest in portfolio companies of the Funds at the same time and on terms no more favorable than those of the other applicable Funds. Please see additional information regarding potential conflicts of interest in Item 8 below. Broken Deal Expenses The Funds’ investments may incur substantial expenses during the due diligence process before making an investment. These expenses may include, but are not limited to, professional fees for due diligence, legal fees, travel, lodging, and meal costs. Lee Equity will allocate fees and expenses to be borne by the Funds (including expenses incurred in connection with transactions which are not consummated – i.e., “broken deal expenses”) in accordance with the Fund Documents. To the extent such expenses are not addressed in such documents or agreements, the Firm, in its sole discretion, will allocate such fees and expenses using good faith and its best judgment. Please see additional information below regarding allocation of broken deal expenses to co-investment Funds.

Allocation of Fees and Expenses Each Fund will typically pay legal, organizational, and offering expenses, including the out-of-pocket expenses of the Fund’s General Partner and its agents, actually incurred in the formation of the Fund and such General Partner. Investors in the Funds will typically receive a reduction in management fees with respect to all such organizational expenses in excess of specific amounts and any placement agent fees as described in the limited partnership agreement. In addition, each Fund will typically pay all costs and expenses relating to its operations, including, but not limited to the following:

expenses, costs, and liabilities associated with the operation of the Fund and its portfolio investments, including the management fee;

expenses, costs, liabilities and all out-of-pocket expenses including but not limited to due diligence, travel (which may be car service, first class or business class or private and chartered air travel as discussed in this Item 5), lodging (which may include luxury class accommodations), and meals (including meals with portfolio company or prospective portfolio company management), incurred by us in connection with identifying, acquiring, holding, selling, or otherwise transacting in interests in portfolio companies, including broken deal expenses and expenses paid to third party advisors.

expenses related to the administration of the Fund or its subsidiaries, including but not limited to fees, expenses and costs incurred in connection with information technology and software services used by the Fund or its subsidiaries, the preparation and circulation of funding and distribution notices, any third-party administrators of the Fund (including the cost of any investor portal) and all communications expenses;

third party advisor fees (other than the compensation and fees associated with Senior Advisors and EAB members, which compensation and other fees are disclosed separately) and expenses and all out-of-pocket expenses including but not limited to travel which may be car service, first class or business class or private and chartered air travel, lodging (which may include luxury class accommodations), and meals (including meals with portfolio company or prospective portfolio company management), incurred by us in connection with transactions evaluated on behalf of, but not consummated, by the Funds (i.e., broken deal expenses) to the extent not reimbursed by a third party;

legal, auditing, consulting, accounting and other record-keeping fees and expenses (including costs of reports and other communications to the Fund’s limited partners, financial statements, tax return preparation and tax compliance), including indemnification expenses associated with such service providers;

brokerage commissions, custodial fees, appraisal fees, investment banking fees, audit, consulting, other professional fees, underwriting commissions and discounts, research expenses and other investment costs actually incurred in connection with portfolio investments;

expenses of meetings of the Fund’s advisory committee, or meetings with one or more limited partners (including any expenses relating to webcasts, video conferencing or similar technology), regardless of whether all of the individuals attending are limited partners or their representatives;

fees and expenses of EAB members; provided, however, that without the consent of the LP Advisory Committee, such fees and expenses shall not exceed an annual amount of $50,000;

costs and liabilities incurred in connection with litigation and other insurance and indemnity expenses and advances (including any fees and expenses incurred from obtaining representations and warranties insurance);

interest on, and fees and expenses arising out of, all permitted borrowings made by the Fund;

all expenses of winding up or liquidating a Fund;

any taxes, interest, penalties, fees, or other governmental charges levied against such Fund and expenses incidental to the transfer, servicing and accounting for a Fund’s cash and securities;

all expenses incurred in connection with any tax audit, investigation, settlement, or review of the Fund to the extent not subject to indemnification by a limited partner, including all expenses incurred by the Fund’s General Partner in connection with its duties as the tax matters partner of the Fund;

all expenses incurred in connection with any restructuring or amendments to Fund Documents (as defined below) and the constituent documents of related entities, including the General Partner and Lee Equity;

all expenses incurred in connection with distributions to a Fund’s limited partners;

all expenses and costs incurred in connection with any regulatory filings required to be made (including Form PF, but excluding Form ADV) and those expenses related to a Fund’s AIFMD compliance;

all expenses incurred in connection with annual meetings of limited partners and portfolio company executives;

all costs and expenses relating to anti-money laundering or “know your customer” compliance, tax diligence expenses or related procedures;

all expenses and costs incurred in connection with any actual or proposed purchase, sale, assignment, pledge, or transfer of a limited partner’s interest in a Fund or the withdrawal or termination of a limited partner (except to the extent allocable to or payable by, and actually borne and paid by, the applicable purchaser or limited partner, assignee or transferee, as the case may be);

all expenses incurred in connection with assisting limited partners in complying with U.S. Freedom of Information Act requests;

placement agent fees incurred in connection with the formation of a Fund, subject to a 100% offset against the management fee of such Fund; and

extraordinary expenses (such as litigation).

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Investment Strategies and Methods of Analysis Lee Equity seeks to make private equity investments in growth-oriented companies which have strong and sustainable competitive positions, sufficient scale to attract professional management and the ability to demonstrate continued growth.

Our Partners and investment professionals engage in sourcing, diligence, financing, monitoring, and exiting high-growth, leveraged private equity investments. A core element of our investment strategy is working with portfolio companies to add value through strategic positioning and operating improvements. As a result, we seek to obtain control, or to exert considerable influence over, the company’s strategy, operations, and governance. Our investment strategy does not include frequent trading. We are a generalist firm with investment professionals who have significant expertise in a number of industries, including financial, healthcare and business services. This model offers investors the combination of a generalist firm’s broad market coverage with a sector-focused firm’s knowledge, networks, and expertise. We seek companies that exhibit or have the potential to produce high margins, compelling growth rates, attractive free cash flow, high returns on capital, and the ability to sustain strong competitive positions. We employ a comprehensive approach to managing our portfolio companies. This approach, which is encapsulated in a planning process called the Lee Equity Action Performance Plan or “LEAP Plan,” creates a systematic framework through which we can monitor and influence the progress of each portfolio company’s short-term and long-term operating, strategic and financial plans. We work with management teams to build depth among the operating leadership group. Lastly, we oversee the development and implementation of systems and controls, reporting and decision-making tools to augment each company’s existing capabilities. Risk Factors Private equity investing involves significant risks, and a Fund and its investors should be prepared to bear such risks. Investing in the Funds involves significant risks relating both to the types of investments contemplated and our ability to achieve the investment objectives. The following discussion of risks associated with private equity investments is not an exhaustive list of all risks associated with an investment in our Funds. Please see the confidential offering memoranda for other risk factors of the respective Fund for a more detailed discussion of risks. Risk of Loss of Capital. Investing in securities involves the risk of loss of capital. No guarantee or representation is made that we will achieve a Fund’s investment objectives or that we will be successful. The past performance of the Funds, the general partner, or Lee Equity is no assurance of future success, as investment results are not guaranteed. Leverage. Investments in leveraged companies offer the opportunity for capital appreciation, but they also carry significant risk. Our Funds’ investments are occasionally highly leveraged, making them more vulnerable to negative business, financial or economic developments. In particular, rising interest rates can greatly impact the profitability and survival of these companies. If a portfolio company is unable to generate sufficient cash flow to meet principal or interest payments or make regular dividend payments, the value of the investment could be significantly reduced or even eliminated. Leveraged investments also impose restrictive financial and operating covenants on companies and could impair such company’s ability to finance future operations and capital needs. Additionally, the companies in which a Fund will invest generally will not be rated by a credit rating agency. While the Funds will generally bear the expense of borrowed funds, such borrowings can also increase the carried interest received by the Fund’s General Partner by decreasing the amount of distributions from the Fund required to be made to Fund investors in satisfaction of any preferred return. The General Partner

therefore has a conflict of interest in deciding whether to borrow funds because the General Partner may receive disproportionate benefits from such borrowings. The extent to which a Fund or its subsidiaries (including investment entities) uses leverage may have important consequences to its limited partners, including, but not limited to, the following: (i) greater fluctuations in the valuation of such Fund’s assets; (ii) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions or other purposes; (iii) increased interest expense if interest rate levels were to increase; (iv) in certain circumstances, prematurely disposing of investments to service such Fund’s debt obligations; (v) limitation on such Fund’s flexibility to make distributions to its limited partners or to sell assets that are pledged to secure the indebtedness; (vi) a decrease in the amount of distributions that the limited partners might otherwise have received in respect of a preferred return had such leverage not been incurred; and (vii) the net internal rate of return of such Fund’s being higher than it otherwise would have been without fund-level borrowing, particularly during the early years of a Fund’s life. Additionally, the applicable General Partner may be entitled (a) to receive carried interest distributions earlier than it otherwise would have and (b) in certain circumstances, to receive greater carried interest distributions than it otherwise would have, in each case had such Fund not incurred such indebtedness and, instead, had required the limited partners to make additional capital contributions. Certain borrowings, including those secured by an asset-backed facility, expose all of the assets of a Fund to claims of lenders for a loss occurring at one specific portfolio company. This would negatively impact the value of all portfolio companies if such a loss were to occur. Such a loss would also impact those limited partners that have been excused from an investment in the portfolio company experiencing the loss. A decrease in the market value of a Fund’s investments would increase the effective amount of leverage and could result in a violation of certain financial covenants pursuant to which such Fund must either repay the borrowed funds to the lender, which could, subject to any limitations set forth in the applicable Fund Document, require limited partners to make additional capital contributions in respect of such borrowings, or suffer foreclosure or forced liquidation of the pledged assets. Borrowing by the Fund will generally be secured by capital commitments made by the limited partners to the Fund and/or by the Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interest of the investors may be subordinated to such Fund-level borrowing. Moreover, tax-exempt investors should note that the use of borrowings by the Fund may cause the realization of UBTI. Illiquid and Long-Term Investments; Lack of Transferability. Although our Funds’ investments may generate current income, the return of capital and the realization of gains, if any is expected to occur upon their disposition. The Funds typically hold investments for a number of years before they are sold. Furthermore, it is unlikely that there will be a public market for such investments, which generally may not be sold publicly. In some cases, the sale of such investments may be prohibited or limited by contract for a period of time, and we may not be permitted to sell such investments at a time we might otherwise desire to do so. Moreover, a Fund’s operational expenses (including advisory fees) could exceed its income, requiring the Fund to cover this difference from the Fund’s capital (including unfunded capital commitments). Investments in Equity Securities. The Funds will hold equity securities, and certain Funds could hold derivatives. Such equity securities and derivatives may take various forms, including, but not limited to, common stock, preferred stock, warrants, profit participation rights, convertible securities, equity options and other equity or hybrid equity securities.

Because equity securities generally represent the most junior position in an issuer’s capital structure, such securities generally entitle holders to an interest in the assets remaining, if any, after more senior claims to such assets have been satisfied. Holders of common stocks are generally entitled to dividends only after making interest, dividend, and any other required payments on more senior securities. In the event of a liquidation, holders of convertible securities would be paid after the company’s creditors but before the company’s common stockholders. In general, options, warrants, stock purchase rights and similar instruments are securities that give holders the right, but not the obligation, to subscribe for equity securities. Because of this, options, warrants, stock purchase rights and similar instruments are typically considered more speculative than other types of equity investments. Highly Competitive Market for Investment Opportunities. Identifying, completing, and realizing attractive private equity investments is highly competitive and involves a high degree of uncertainty. There can be no assurance that we will be able to identify and complete investments that satisfy our Funds’ investment objective. Nevertheless, our Clients will be required to pay our management fees based on aggregate commitments during the Fund’s commitment period. Portfolio Company Management Risks. Portfolio companies often rely on the services of a number of key individuals, the loss of any one of whom could significantly affect the portfolio company’s performance. While we monitor each portfolio company’s management team, each such team will ultimately have day-today responsibility for the business of such portfolio company. Further, key executives/founders may be approaching retirement requiring the planned transition to professional management or a next generation of senior managers. There can be no assurance that a portfolio company will be able to attract, develop, integrate, and retain suitable members of its management team, which also could adversely affect the Fund. While we will attempt to assess the relative capabilities and depth of company managers, no assurance is given that these efforts will be sufficient to overcome any decisions made or actions taken by management teams or that the supplementation or replacement of operating managers will be successful. Concentration of Investments. As each Fund only invests in a limited number of portfolio companies, a single investment’s performance affects Fund performance. Furthermore, because we typically have broad discretion to invest a considerable portion of a Fund’s assets in a single investment, and all of the Fund’s assets in a particular industry, adverse movements in the value of a single investment or the health of a particular industry could have a considerable negative impact on such Fund. Control Position and Directorships. Each Fund generally seeks investment opportunities that allow it to have significant influence on the management, operations, and strategic direction of the portfolio companies in which it invests. This includes securing positions on the boards of directors of portfolio investments, which can be crucial to the Fund’s investments as it enhances our ability to manage the investment. However, such board positions may also limit the Fund’s flexibility in selling the investment when desired and may expose it to potential legal director-related claims. In addition, the exercise of control over portfolio companies may expose our Funds to additional risks, including but not limited to, liability for environmental damage, product defects, and failure to supervise management. While we intend to manage our Funds to minimize exposure to these risks, the risk of successful claims cannot be entirely eliminated.

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As described in Item 4, Lee Equity provides investment supervisory services to the Funds in accordance with the Fund Documents. Investment advice is provided directly to the Funds and not to any individual investor. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the Investment Company Act. Investment in the Funds is generally only available to “accredited investors”, “qualified clients”, “qualified purchasers” or “knowledgeable employees” as defined within the meaning set forth in the Securities Act, Investment Company Act and/or other applicable law. Limited partnership interest holders may include, among others, governmental and corporate pension and profit-sharing plans, endowments, private funds, banks, insurance companies, sovereign wealth funds, high net worth individuals, family offices, trusts, estates charitable organizations, corporations, partnerships, and limited liability companies, or other entities. In addition, some employees and other persons associated with Lee Equity and/or its affiliates, including the General Partner, make capital contributions to the Funds. An affiliate of Lee Equity serving as the General Partner will make specific capital commitment to each Fund, subject to specific terms as set forth in the Fund Documents. The Funds generally have a specified minimum commitment as set forth in the Fund Documents. The General Partner of each Fund may, in its sole discretion, accept investment commitments of lesser amounts than the stated minimum. In general, there is no minimum capital commitment amount for investors in certain coinvestment vehicles.

The General Partner of each Fund is generally entitled to a “carried interest” on such Fund’s profits, as outlined in the Funds’ limited partnership agreements. The carried interest generally represents a percentage of the investment proceeds distributed by a Fund in excess of the capital invested by the Fund’s limited partners and is subject to a preferred return. The General Partner of each Fund is also subject to a clawback of carried interest previously received to the extent that it has received cumulative distributions in excess of amounts otherwise distributable to the General Partner by such Fund as carried interest, under the Fund Documents, applied on an aggregate basis covering all transactions of the applicable Fund. In no event will the General Partner of a Fund be required to return more than the total cumulative distributions received, calculated on an after- tax basis. The carried interest percentage to which the General Partner of

a Fund is entitled is negotiated at the time the Fund is formed. Certain Clients, whose investors may be members, partners, employees, related persons of Lee Equity, or others, may pay reduced or no carried interest. The General Partner’s carried interest may create an incentive for us to make more speculative portfolio investments on behalf of our Clients than we might otherwise make in the absence of such performancebased arrangement. Additionally, recent legislation generally requires a holding period of over three years for portfolio investments in order for the General Partner’s carried interest to qualify for preferential longterm capital gains tax treatment. This extended holding period, along with other laws (including non-U.S. tax laws) may influence the General Partner’s decision regarding the timing and method of realizing portfolio investments than would if long-term capital gain from the sale or disposition of capital assets did not require a three-year holding period.

Except as described below, neither Lee Equity nor any of its “management persons” have relationships or arrangements with related persons who are financial industry participants that are material to Lee Equity’s business or which create a material conflict of interest with the Funds or their investors.

General An affiliate of Lee Equity acts as the General Partner of each Fund. Various limited partnerships serve as General Partners of the Funds. For a description of material conflicts of interest created by the relationship among Lee Equity and the General Partners, as well as a description of how such conflicts are addressed, please see Item 8 above. The General Partners of certain Funds have filed for an exemption from registration as commodity pool operators in accordance with CFTC Rule 4.13(a)(3) and we have filed for an exemption from registration as a commodity trading advisor in accordance with CFTC Rule 4.14(a)(8).

Please also note that the Funds generally invest in the global financial services industry, which includes all financial institutions as well as their customers, suppliers, service providers and counterparties. As a result, the Funds (including the Affiliated Funds) may own investments in one or more of the following types of companies and businesses: (i) broker-dealer, municipal securities dealer, or government securities dealer or broker; (ii) investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund); (iii) other investment adviser or financial planner; (iv) futures commission merchant, commodity pool operator or commodity trading advisor; (v) banking or thrift institution; (vi) accountant or accounting firm; (vii) lawyer or law firm; (viii) insurance company or agency; (ix) pension consultant; (x) real estate broker or dealer; and (xi) sponsor or syndicator of limited partnerships. Also, the Funds may make investments in asset management businesses that offer investment products to clients. Lee Equity believes that these investments do not create a material conflict of interest with clients and do not result in a relationship or arrangement by Lee Equity or any of its management persons with any related person that is material to our advisory business or to our Clients.

Personal Trading Code of Ethics and Personal Trading We have adopted a written Code of Ethics (the “Code”) which sets forth standards of business conduct we require of our supervised persons. The Code is intended to assist us and our supervised persons in complying with the requirements of Rule 204A-1 under the Advisers Act, as well as provisions of the federal securities laws pertaining to insider trading. The Code contains a Procedures and Policy Statement on Insider Trading to inform employees and covered persons of what constitutes material, nonpublic information and the laws and requirements relating to insider trading and confidentiality and our policies in that area. The Code also sets forth personal trading policies applicable to certain employees and certain family members and affiliates (“covered persons”) that are designed to address actual or potential conflicts of interest (or appearances of conflicts with the Funds). Covered persons must not trade for themselves or recommend trading in the securities of a public company while in possession of material, nonpublic information concerning such company, or disclose such information to any person not entitled to receive it. In accordance with the Code, covered persons are not permitted to effect transactions individually in public companies that are portfolio investments of any of the Funds without the approval of the Chief Compliance Officer. The Code requires that covered persons report brokerage transactions to the Chief Compliance Officer. Transactions in certain financial products, including certain mutual fund shares, U.S. government securities and certain money market instruments are excluded from such reporting requirements. The Code also requires that covered persons seek pre-clearance with respect to investments in any private placement or initial public offering. These limitations and pre-clearance requirements do not apply to transactions in certain investments, including investments in accounts over which the covered person has no direct or indirect control.

Lee Equity, its affiliates, and equity holders, officers, principals and employees of Lee Equity and its affiliates may buy or sell securities or other instruments that Lee Equity has recommended to a Fund. In addition, officers, principals, and employees may buy securities in transactions offered to but rejected by a Fund. Such transactions are subject to any restrictions in the Fund’s Partnership Agreement and any policies and procedures set forth in Lee Equity’s Code of Ethics. The investment policies, fee arrangements and other circumstances of these investments generally vary from those of any Fund. Employees and related persons of Lee Equity have, and are expected to continue to have, capital investments in or alongside certain Funds, or in prospective portfolio companies directly or indirectly, and therefore may have additional conflicting interests in connection with these investments. A copy of our Code of Ethics will be provided to any Client or prospective client upon request.

Participation or Interest in Client Transactions As described in Items 5 and 6, we are generally entitled to receive management fees, and the General Partners of the Funds may also receive a carried interest from the Funds. The General Partners of the Funds also make capital commitments to the Funds. We may receive fees (which may be in the form of profit interests, options, or other equity incentive compensation) from the Funds’ portfolio companies for performing consulting and other services or for serving as directors (or similar positions) of such companies. Certain of the foregoing may represent a conflict of interest in our selection of portfolio investments for the Funds, which are discussed in Item 8 above.

We do not make regular use of brokers for the purposes of purchasing or selling securities on behalf of the Funds because the securities we typically purchase or sell on behalf of the Funds are acquired and/or disposed of in privately negotiated purchase and sale transactions. From time to time, we will use a broker to effect transactions in public securities resulting from, or in connection with, portfolio investments. In those instances, we have full discretionary authority with respect to the selection of, and commissions paid to, brokers. If we determine to engage a broker, we will select the broker considering the range and quality of its brokerage services, its execution capability, commission rate, financial responsibility and responsiveness to us, and the value to us of research provided, if any. We do not receive soft dollar benefits or client referrals from broker-dealers in connection with client transactions.

Lee Equity and/or its affiliates will sometimes provide business or consulting services to companies within a Fund’s portfolio and will receive compensation from these companies for such services. As outlined in the Partnership Agreement, this compensation will, in many cases, offset a portion of the management fees paid by such Fund. However, in other cases (e.g., reimbursements for out-of-pocket expenses related to a portfolio company), these fees will be in addition to management fees. See Item 5 above. We sponsor the formation of each Fund and we do not engage or compensate third party referral agents to solicit new clients for us. In the event we do engage, and will make a cash payment to, any solicitor of clients, we will do so in accordance with Rule 206(4)-1 under the Advisers Act. If we engage a placement agent to solicit investors for our Funds, the Fund will bear the full costs of any compensation paid to such solicitors, subject to a 100% offset against the management fee of such Fund. Related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal, and entertainment expenses, typically are borne by the relevant Fund(s).

Neither Lee Equity nor any of its supervised persons have been subject to any legal or disciplinary events that Lee Equity believes is material to our business or to an investor or prospective investor’s evaluation of Lee Equity or the integrity of our professionals.

Our Partners are responsible for oversight of the investment process. In addition, our investment professionals meet weekly to review all potential new and existing portfolio investments, and any issues raised during the weekly meeting requiring Partner review will be brought to the attention of the Investment Committee.

Limited partners in the Funds are provided with audited annual financial reports and unaudited quarterly financial statements, and quarterly descriptive information with respect to portfolio investments. These reports are distributed electronically. Limited partner meetings are held annually during the stated term of the applicable Fund. Limited partners are also provided with annual tax information.

All cash and securities (except for certain privately offered securities as defined in Rule 206(4)-2 under the Advisers Act and subject to SEC interpretation) are maintained with qualified custodians (which include U.S. registered broker-dealers and banks). Within 120 days after the end of the fiscal year for each Fund (i.e., generally by April 30), independentlyaudited annual financial reports prepared in accordance with generally accepted accounting principles are distributed to each Fund’s limited partners.

We enter into an Investment Management Agreement with each Fund. Each agreement, together with the management authority granted to each Fund’s General Partner under the limited partnership agreement, provides us with varying levels of discretion (full, limited, or none), in determining the investments to be made and the terms of the related transactions. Any specific limitations on our investment discretion, if any, are outlined in the Investment Management Agreement, and the Funds’ limited partnership agreements. Additionally, side letters with certain limited partners will also modify the terms their investment in a Fund, such as granting excuse rights for specific investments. See Item 4 above.

Although the securities evidencing the private equity investments made by the Funds are not typically the subject of proxies, there could be certain circumstances where we, having discretionary authority over the Funds, may be asked to vote on restructuring or other corporate matters. Our general policy is to vote Client proxies in a manner that maximizes shareholder value. We will also determine whether any material conflict of interest exists or appears to exist, which could influence the voting decision in a manner that would be averse to the interests of a Fund. We have adopted policies and procedures to address these material conflicts of interest. A copy of our proxy voting policies and procedures will be provided to any Client, prospective client, and limited partner upon request. Current Clients and limited partners may also request information about the way in which we voted in connection with assets held by the Funds.

Lee Equity has never been the subject of a bankruptcy petition and does not believe there are any conditions that are reasonably likely to impair our ability to meet contractual commitments to our Clients.