Liberty 77 Capital L.P.

Liberty is an investment adviser with its principal place of business in Washington, D.C., that focuses on strategic investments in its target industries of technology, financials/financial technology (“FinTech”) and new content platforms. Liberty’s investment activities are led by Steven T. Mnuchin, who served as Secretary of the Treasury from 2017 to 2021. Liberty is organized as a limited partnership under the laws of the State of Delaware and was founded in 2021 by Secretary Steven T. Mnuchin, the principal owner of Liberty. Liberty serves as an investment manager and provides discretionary advisory services to private investment partnerships and co-investment vehicles which may be formed from time to time (each a “Fund”). Liberty has formed and expects to form one or more entities to serve as the general partner for certain of the entities comprising the Funds (collectively, or individually, as the context may require, the “General Partner”). In providing services to Funds, Liberty formulates each Fund’s investment objectives, directs and manages the investment and reinvestment of the Fund’s assets, and provides reports to limited partners of each Fund (the “Investors” or “Limited Partners”). Investment advice is provided

directly to each Fund and not individually to the Limited Partners of those Funds. Liberty intends to manage the assets of each Fund in accordance with the terms of each such Fund’s confidential offering and/or private placement memoranda (a “Private Placement Memorandum”), limited partnership agreement or shareholder agreement, and other governing documents applicable to such Fund (collectively, the “Governing Fund Documents”). To the extent permitted by the applicable Governing Fund Documents, Liberty may, from time to time, offer co-investment opportunities in investments that a Fund has made or intends to make to certain Investors, to Liberty’s related persons, and/or to third parties. Co-investment opportunities will be offered at the sole discretion of the General Partner of the Fund, taking into account such factors as it deems relevant, including, but not limited to, the size of the opportunity, the sophistication of the prospective co-investor(s), and the prospective co-investor’s commitment to participate in co-investments opportunities offered by Liberty. Co-investments will be made on such terms as agreed to between Liberty and the participants in the co-investment, which may be materially different from the terms applicable to Investors in the relevant Fund. As of December 31, 2025, Liberty managed $3,545,378,087 on a discretionary basis and $0 on a non-discretionary basis.

General Liberty earns Management Fees (as defined below), and affiliated General Partners may earn performance-based compensation in the form of “carried interest” from each of the Funds. The Management Fees and performance-based compensation rates payable by each of the Funds are separately established at the time of the initial closing of each Fund and are generally not negotiable; however, Liberty may waive or reduce Management Fees and carried interest for Investors including, for example, certain employees and affiliated entities of Liberty or in respect of coinvestment vehicles. Liberty, its affiliates, and employees may also receive Transaction Fees (defined below) in connection with services provided to the Funds or portfolio companies of the Funds. Such Transaction Fees offset Management Fees payable to Liberty by the applicable Fund in accordance with the Governing Fund Documents of each applicable Fund. Management Fee Each Fund pays Liberty an annual management fee (a “Management Fee”), which is payable quarterly in advance and based on a percentage of the aggregate committed capital during the commitment period of such Fund and then on actively invested capital thereafter. Liberty reserves the right to waive or reduce the portion of the Management Fee attributable to any Limited Partner, in its sole discretion. In the event that an investment management arrangement is terminated on a date other than the end of a calendar quarter, Funds will generally not be entitled to receive a refund of any Management Fees that are paid in advance in respect of the balance of such fiscal quarter. Carried Interest Distributions A portion of each Fund’s distributable cash may be distributed to the General Partner as “carried interest.” The manner of calculation of such carried interest is disclosed in the Governing Fund

Documents. As is the case with Management Fees, Liberty reserves the right to waive or reduce carried interest with respect to any Limited Partner, in its sole discretion. Management Fees are payable by a Fund to Liberty and carried interest is to be distributed by such Fund to the General Partner, in each case on the terms provided for in the Governing Fund Documents. The General Partner may draw down capital commitments from the Limited Partners, or may use amounts that would otherwise be available for distribution to such Limited Partners, in order to meet the obligation to pay the Management Fee. Please see the applicable Governing Fund Documents for a detailed discussion of Management Fees and carried interest distributions associated with a Fund. Transaction Fees Liberty, its employees, and affiliates may also receive other fees in connection with the consummation, disposition, initial public offering or termination of an investment or potential investment attributable to the Funds and/or received from a portfolio company, including break-up fees, commitment fees, termination fees, portfolio company management fees, directors’ fees, advisory fees, consulting fees, monitoring fees (including any accelerated or early termination monitoring fees), and similar fees (collectively, “Transaction Fees”). Amounts paid to operating consultants and other specialty professionals (including, without limitation, information technology, human resources, ESG, restructuring, legal, accounting and insurance consultants, industry executives, subject matter experts or similar persons providing services to portfolio companies) and the senior advisors of Liberty will not constitute Transaction Fees and shall constitute an expense that may be charged to the relevant Fund. Transaction Fees will be retained by Liberty or the relevant employees and/or affiliates of Liberty, as applicable, and will be used to offset the Management Fees otherwise payable to Liberty to the extent contemplated by the Governing Fund Documents. However, Management Fees shall not, in any event, be reduced below zero. Please refer to the detailed information in the Fund’s Private Placement Memorandum and other Governing Fund Documents for specific information about the fees earned by Liberty, including Transaction Fees, and the fees charged to the Fund. Other Expenses Charged to Funds In addition to the Management Fees and carried interest, the Limited Partners indirectly bear fees and expenses charged to the Funds. These fees and expenses typically include, among other things: all expenses, fees, costs, and/or liabilities associated with the identification, purchase, management, operation, monitoring, hedging, restructuring, refinancing, sale or other disposition of investments; broken deal expenses; financing, brokerage, legal, auditing, valuation, and accounting fees and expenses; director and officer liability or other insurance; indemnification expenses of Liberty, the General Partner, and their respective affiliates; interest on fees and expenses arising out of all borrowings made by the Fund; expenses of affiliates of Liberty, to the extent that fees, costs and expenses payable to such affiliates do not exceed the amount customarily charged by third parties otherwise utilized by Liberty; expenses of the meetings of any advisory board of such Fund (an “Advisory Board”); expenses of the annual Limited Partners’ meetings; legal and other

organizational and offering expenses (including placement fees) incurred in the formation of such Fund and related entities; costs of dissolving or winding-up and liquidating such Fund; and the cost of software used to track and monitor investments or facilitate other recordkeeping and reporting activities of such Fund. Any third-party expenses relating to consummated investments will be charged to the applicable portfolio company or will be paid by the Fund and included in the cost of the applicable investment. Any third-party expenses relating to unconsummated investments will be borne by the Fund, unless another party agrees to bear such expenses (which occurs only rarely). In the event that any related partnership, co-investment vehicle, or other entity is participating in a transaction, the expenses of such transaction that are not borne by a portfolio company, including, without limitation, any expenses relating to an unconsummated transaction, will be borne by the Fund and, to the extent agreed to be borne by a participating entity, by such participating entity pro rata based on the amount to be invested by each. Certain types of costs that constitute operating expenses, organizational expenses, or other types of fees, expenses or costs that are borne directly or indirectly by a Fund can overlap with or include costs associated with regulatory compliance obligations of Liberty. For example, the Governing Fund Documents of a Fund typically require the preparation and distribution of audited annual financial statements, the cost of which is borne by the Fund as an operating expense, even though this contractual requirement also to serves as a means for Liberty to comply with requirements that are applicable to Liberty under SEC rules relating to the custody of client assets. Similarly, a Fund can be expected to bear organizational expenses that include costs incurred by Liberty to comply with regulatory standards relating to, among other things, “advertisements” and other communications with prospective investors under SEC rules. These and other direct or indirect operating expenses, organizational expenses, and other types of fees, expenses and costs generally will be allocated to a Fund to the extent permitted by the relevant Governing Fund Documents, even though the underlying requirement or activity associated with such fees, expenses or costs may relate, in whole or in part, to requirements that, from a legal or regulatory perspective, are applicable to Liberty, rather than to a Fund or a portfolio investment. With respect to costs associated with Liberty’s retention of service providers to Clients or portfolio investments, while Liberty may, in its discretion (subject to a Fund’s Governing Fund Documents) seek to obtain benchmarking data regarding the rates charged or quoted by other third parties for similar services, Liberty generally is under no obligation to do so. In the event that Liberty does undertake to benchmark the cost of services, relevant comparisons may not be available for a number of reasons, including, without limitation, as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke nature of such services. In addition, benchmarking data, to the extent available, often is based on general market and broad industry overviews, rather than determined on a provide-by-provider or asset-by-asset basis. As a result, benchmarking data typically does not take into account specific characteristics of individual assets then owned or to be acquired by a Client (such as size or location), or the particular characteristics of services provided or differentiations in the quality of service (such as reliability, speed of execution, degree of specialization or experience of the service provider). For these reasons, such market comparisons may not result in precise market terms for comparable services, and the fact that one service or service provider may be “comparable” to another, or lower in cost, does not limit Liberty from choosing a different and/or higher cost service provider in the event that

Liberty believes doing so can be expected to result in services that are of higher quality or otherwise better suited to the identified need. In many circumstances, Liberty can be expected to determine that third-party benchmarking is unnecessary, for example because in Liberty’s view no comparable service provider offers such good or service (or an insufficient number of comparable service providers for a reasonable comparison exists), or because Liberty has access to adequate information (including from service providers to Liberty, its Clients or portfolio investments) or otherwise believes that it has sufficient experience to select a service provider without reference to third-party benchmarking. Please refer to the applicable Governing Fund Documents and review all fees and expenses charged by Liberty, its affiliates, and others to fully understand the total amount of fees and expenses to be paid by the Funds and portfolio companies and, indirectly, the Limited Partners.

Liberty focuses on strategic investments with cross-sector and transformational opportunities, and seeks to impact the strategy, management, and technology adoption of portfolio companies. In so doing, Liberty intends to exert influence or control through strategic acquisitions, significant minority stakes, board representation, build ups, recapitalizations, or restructurings of portfolio companies. In making investments, Liberty seeks to leverage its differentiated and extensive private-sector and government experience, its management team, its large sourcing network, and its unique understanding of the intersection of its areas of strategic focus and government-influenced markets. Liberty seeks to execute its investment strategy through a research, technology, and managementdriven approach and conducts due diligence and analysis which emphasize this analytical framework. To this end, Liberty employs the following framework in sourcing, performing diligence on, and executing upon investment opportunities for the benefit of its Funds: Research Driven: Liberty seeks to identify companies within its sectors of focus (technology, financials/FinTech and new content platforms) and analyze key strengths, dynamics, trends,

weaknesses, opportunities, and threats facing potential investments. Liberty works to understand the objectives of its portfolio companies to assess the viability of exit opportunities and to identify key market participants to assist in market analysis and evaluation of specific targets. Technology Driven: Liberty also seeks to (i) understand key market factors, including the degree of technological innovation and development; (ii) identify sectors with opportunities for value creation through technological modernization; and (iii) identify investments with proprietary technology, revenue visibility, and capability to provide mission-critical solutions, that are under-optimized or facing an inflection point. Management Driven: Liberty seeks to identify strategic investments involving board representation and opportunities to participate in the management of portfolio companies. In participating in the management of its portfolio companies, Liberty leverages its investment team’s professional networks and sector expertise. Certain Risk Factors All investing involves a risk of loss and an investment in a Fund is speculative, illiquid, long-term in nature and entails a significant degree of risk, including the risk of a partial or total loss of capital and, therefore, should be undertaken only by investors capable of evaluating the risks of an investment in a Fund and bearing the risks it represents and for which an investment in a Fund does not represent a complete investment program, The following list is not a complete list of all risks involved in connection with an investment in a Fund. Investors should refer to the applicable Governing Fund Documents for detailed information about the risks involved. Lack of Operating History. Liberty, the General Partner, and the Funds are recently-formed entities with no operating history or track record prior to 2021. Although certain members of the Liberty investment team have been involved in investment management during their careers, these investments and the activities relating to such investments may be different in certain respects from the investments that the Funds will target. Accordingly, any prior investment experience of the Liberty investment team and any other entity is not necessarily, and should not be construed as, indicative of any Fund’s future investment results. General Nature of Liberty’s Investments. A substantial portion of the investments targeted by Liberty will be in equity or equity-related investments, which by their nature involve business, financial, market and/or legal risks. While such investments offer the opportunity for significant capital gains, they also involve a high degree of risk that can result in substantial losses. There can be no assurance that Liberty will correctly evaluate the nature and magnitude of the various factors that could affect the value of such investments. Prices and market movements of these investments may be volatile, and a variety of other factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Funds’ activities and the value of their investments. Portfolio Concentration. The investment portfolio for each of the Funds may include a small number of large positions. While this portfolio concentration may enhance total returns, if any large

position has a material loss, then returns may be lower than if the Funds had invested in a welldiversified portfolio. Because a Fund may make a limited number of investments and such investments generally will involve a high degree of risk, poor performance by even a single investment could severely affect the total returns. Over-Commitment. In order to facilitate an investment, Liberty may cause a Fund to make (or commit to make or borrow funds to make) such investment with a view to selling a portion of such investment to co-investors or other persons or obtaining third-party financing prior to or within a reasonable time period after the closing of the acquisition. In such event, the Fund will bear the risk that any or all of the excess portion of such investment may not be sold or financed or may only be sold or financed on unattractive terms and that, as a consequence, the Fund may bear the entire portion of any breakup fee or other fees, costs and expenses related to such investment, hold a larger than expected investment or may realize lower than expected returns from such investment. In addition, the Fund may be unable to make a different investment that it otherwise would have made had it not committed its capital to make such investment that would ultimately be sold down. Portfolio Company Management Team. Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although Liberty will be responsible for monitoring the performance of the investments of the Funds and intends to invest in companies operated by strong management, there can be no assurance that the existing management team, or any successor management team, will be able to operate the portfolio company in accordance with such plans or expectations. Control Position Risk. Liberty intends to focus on investments that allow the Funds to exercise influence or control over management and the strategic direction of a portfolio investment. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, pension liabilities, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability characteristic of business operations may be ignored. The exercise of control over a portfolio investment could expose the assets of the Funds to claims by the portfolio companies underlying such investments, as well as by the security holders and creditors of the portfolio companies. Debt Investments. Liberty may cause the Funds to make investments in debt instruments, convertible debt securities or other debt-like securities (such as structured equity) or make debt investments that have an expected return comparable to equity or equity-related securities, in each case, including in connection with investments in equity or equity-related securities (including as additional capital). Such debt may be unsecured and structurally or contractually subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured. Moreover, such debt investments may not be protected by financial covenants or limitations upon additional indebtedness and there is no minimum credit rating for such debt investments. Other factors may materially and adversely affect the market price and yield of such debt investments, including investor demand, changes in the financial condition of the applicable issuer, government fiscal policy and domestic or worldwide economic conditions.

Illiquidity of Investments; Availability of Exit Opportunities. An investment in a Fund requires a long-term commitment with no certainty of return. It is unlikely there will be near-term cash flow available to Investors. Many of the investments effectuated by Liberty for a Fund will be highly illiquid, and there can be no assurance that such Fund will be able to realize such investments at attractive prices or otherwise be able to effect a successful realization or exit strategy. The ability of the Funds to achieve successful and profitable exits of their portfolio investments may be impacted by a number of factors prevailing at the time, including general economic conditions, interest rates, availability of capital, interest levels of strategic and financial buyers and cyclical trends. It is difficult to predict with any certainty whether there will be a ready and willing market of buyers for any particular portfolio company at the time Liberty seeks a realization in respect of a Fund’s investments. Partial or complete sales, transfers or other dispositions of investments that may result in a return of capital or the realization of gains, if any, may not occur for a number of years after an investment is made. Consequently, a Fund may not be able to dispose of an investment when it desires to do so or realize what it perceives to be its fair value in the event of a sale. Such illiquidity may continue even if a portfolio company obtains a listing on a securities exchange and/or after the term of a Fund has ended or commenced dissolution. In the past, many private equity funds looked to the public securities markets as a potential exit strategy; however, there can be no assurance, particularly given the potential volatility in the financial markets and a potential lack of investor appetite for new issues in the public securities markets, that Liberty will be able to exit from an investment in a portfolio company of a Fund by listing the shares in such portfolio company on a securities exchange. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable the sale these securities when Liberty believes it is most advantageous to do so, or without adversely affecting the stock price. Volatility in the financial markets may have a material adverse effect on the ability of a Fund to buy, sell and partially dispose of its portfolio company investments. Further, there can be no assurance that the disposition of a portfolio company will occur in one transaction. If a Fund effects a disposition of a portfolio company by means of a multistep disposition (such as a first-step cash tender offer or stock sale followed by a merger or in the case of a simultaneous acquisition and concurrent merger of two separate companies), there can be no assurance that the remainder can be successfully sold. A multistep disposition may result in a Fund holding a non-controlling interest in a portfolio company, which will result in Liberty having a limited ability to protect such Fund’s position in such portfolio company. Contingent Liability on Acquisition or Disposition of Investments. Much of Liberty’s investments are expected to involve private securities. In connection with an investment in private securities, a Fund may assume, or acquire, a portfolio company subject to contingent liabilities. These liabilities may be material and may include liabilities associated with pending litigation, regulatory investigations or environmental actions, among other things. To the extent these liabilities are realized, they may materially adversely affect the value of a portfolio company. In addition, if a Fund has assumed or guaranteed these liabilities, the obligation would be payable from the assets of such Fund, including the unfunded commitments of Investors. In connection with the disposition of an investment in private securities, such Fund may be required to make representations and warranties about the business and financial affairs of the company typical of those made in connection with the sale of a business, or may be responsible for the contents of disclosure documents under applicable securities law. Such Fund also may be required to indemnify the

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As described in Item 4, Liberty provides discretionary management and advisory services to Funds directly, subject to the direction and control of the General Partner of the Fund, and not individually to Limited Partners of Funds. Investors in a Fund may include individuals and institutional investors such as insurance companies, endowments, pension plans, pooled investment vehicles (e.g., fundsof-funds), trusts, and corporate or business entities. In addition, certain Liberty employees and associates thereof may invest in the Funds. Such Funds generally are domestic and foreign limited partnerships, companies, limited liability companies and other vehicles that are not registered or required to be registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the securities issued by the Funds are not registered or required to be registered under the Securities Act of 1933, as amended (the “Securities Act”), and are generally privately placed to qualified investors in the United States and elsewhere. All Limited Partners are subject to applicable suitability requirements. Generally, a Limited Partner participating in a Fund is required to meet certain suitability and net worth qualifications, including that such Limited Partner be (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and (ii) either (a) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act or (b) a “knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act. Certain Investors have been granted and in the future additional Investors may be granted one or more of the following rights with respect to their investments: (i) a reduced management fee and/or performance-based compensation and/or operating expense; (ii) the right to receive improved fees, information rights and other terms received by other Investors; (iii) the right to receive certain additional information with respect to certain funds, including financial information in respect of portfolio investments or events related to Liberty; (iv) the right to reserved capacity for a certain fund; (v) notification to the Investor with respect to the Investor’s ownership percentage of a certain fund; (vi) an agreement that an Investor’s ownership percentage of a certain fund will remain within certain ranges; (vii) notification to the Investor with respect to the ownership by benefit plan investors of a certain fund’s equity classes; (viii) certain limitations on an Investor’s confidentiality obligations under a certain fund’s organizational documents pursuant to laws or regulations to which the Investor is subject (such as the public information or “sunshine” laws); and (ix) an acknowledgement that such Investor is entitled to sovereign status under U.S. federal, state or nonU.S. law. In addition to the above, certain Investors have been granted and in the future additional Investors may be granted one or more additional rights with respect to their investments, including, but not limited to: (i) the right to opt out of the requirement to fund capital calls or otherwise be excused from participating in certain investments due to regulatory, tax or public policy or the Investor’s internal considerations; (ii) the right to designate one or more members of a limited partner advisory

committee or Advisory Board; (iii) rights with respect to distributions in kind; (iv) rights with respect to transfers of interests; (v) the right to be offered or notified of potential co-investment opportunities; (vi) the right to provide selected confidential information to certain other recipients, (vii) the right to modifications to an Investor’s subscription agreement, (viii) arrangements with respect to waivers of certain obligations, and (ix) agreements by a general partner (or similar governing body) to refrain from exercising certain remedies or taking certain actions against an Investor (including in connection with a default by such Investor). Such rights can be, and have been, granted on the basis of (i) the size, nature, timing or other features of the Investor’s investment in, or commitment made to, a Fund, (ii) the type, category, nature, specificity or other features of the Investor, (iii) the involvement or participation in a Fund’s, Liberty’s or the applicable general partner’s management or activities (whether past, present and/or future; in each case only to the extent permitted under applicable laws), or (iv) any other criteria, element or feature as may be determined from time to time by, and in the discretion of, Liberty or the applicable general partner, to extent that such is not inconsistent with applicable laws and regulations. Certain Investors have been and in the future may be granted “most favored nation” rights (an “MFN”) in a letter agreement between the Investor, Liberty, a Fund, and the Fund’s General Partner (a “side letter”), which will give such Investors the right to review and/or elect the benefit of certain side letter rights granted to other Investors in the Funds. However, certain provisions will not be subject to disclosure or election, in all cases in accordance with the terms of the MFN. Liberty will make certain decisions regarding how to implement the MFN, including what information to redact when side letters are shared, whether an investment policy or practice is unique to a limited partner (and therefore not disclosable or electable) and whether certain affiliated, related or commonly advised investor commitments should be aggregated for purposes of the MFN. Further, the terms agreed with certain Investors, including Investors that are affiliated with or managed by Liberty, will be excluded in accordance with the terms of the MFN.

As described above in Item 5 – Carried Interest Distributions, an affiliate of Liberty may receive performance-based compensation in the form of “carried interest,” which calculation is based on the distributable cash attributable to a Fund’s assets. The availability of carried interest distributions can motivate fund managers to make investment decisions that are riskier or more speculative than would be the case if these arrangements were not in effect. Liberty generally attempts to mitigate conflicts of interest associated with carried interest distributions through (i) the requirement that amounts constituting invested capital, preferred returns (when applicable), and expenses be returned to the Investors before the General Partner is entitled to receive any carried interest distributions and (ii) the requirement that Liberty and/or its affiliates invest alongside the Fund. Liberty maintains a general allocation policy that is consistent with the duties Liberty owes to its clients. In such circumstances, subject to the terms of the Governing Fund Documents of the applicable Funds, Liberty will allocate such opportunities among the Funds on a basis that it determines in good faith to be fair and equitable taking into account the sourcing of the transaction, the nature of the investment focus of each such Fund, the relative amounts of capital available for investment, the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals and any other considerations deemed relevant by Liberty. Liberty may, from time to time, invest a Fund’s assets in securities alongside one or more accounts of its other Funds. Such situations may include (but are not limited to) co-investment vehicles, separate accounts, and predecessor/successor funds. Not all such Funds may have the same carried interest percentage and other terms of such Funds may vary. Managing assets for different clients with different fee structures, including ones that may allow for the possibility of earning carried interest at the same time as others that do not pay carried interest or have a reduced carried interest rate, may create a conflict of interest for Liberty because such an arrangement may create an incentive to favor clients for which Liberty has the ability to earn carried interest or that pay a higher carried interest rate. In addition, if the Funds were to invest in different parts of the capital structure of any one portfolio company, the interests of each Fund may not be aligned in all circumstances. In that regard, actions

may be taken by Liberty on behalf of one Fund that are adverse to another Fund. The interests of the Funds investing in different parts of the capital structure of such portfolio company are particularly likely to conflict in the case such portfolio company undergoes financial distress.

The Funds’ advisors and service providers (including accountants, administrators, lenders, bankers, insurers, brokers, attorneys, tax counsel, consultants, and investment or commercial banking firms) or their affiliates may provide goods or services to, or have business, personal, financial or other relations with Liberty, its employees (or their family members), affiliates, the Funds, and/or portfolio companies. Such advisors and service providers may be Investors in one or more of the Funds, sources of investment opportunities or co-investors or commercial counterparties or entities in which Liberty or its employees (or their family members) or affiliates have an investment. Except as required by the Governing Fund Documents, Liberty will generally have the discretion to select service providers independent of review by Investors or consent by any relevant Fund or Advisory Board. The Funds, unless otherwise specified or agreed, will bear the cost of all such service providers, as appropriate. The service providers that Liberty selects for one or more of the Funds may also provide services to Liberty and/or its affiliates, or a portfolio company in a different capacity and/or at different rates. This creates a potential conflict of interest where the interests of the parties are not aligned where, for example, a law firm may be at the same time engaged to provide services to both Liberty and one or more of the Funds or a portfolio company. Additionally, certain Investors or employees of Liberty may have family members or relatives employed by such advisors and service providers. These relationships could influence Liberty or its affiliates or the applicable general partners in deciding whether to select or recommend such service providers to perform services for the Funds or portfolio companies (the cost of which will generally be borne directly or indirectly by the Funds or such entities, as applicable). Liberty attempts to mitigate the conflicts of interest associated with the selection of service providers through the use of reasonable diligence to select service providers, taking into account such factors as expertise, availability and quality of service, competitiveness of compensation rates, operational and regulatory controls, and (as necessary and appropriate) comparing those factors with other similar service providers.

Transactions and Personal Trading Pursuant to Rule 204A-1 under the Advisers Act, Liberty has adopted a written Code of Ethics (the “Code”). Among other things, the Code requires Liberty and its supervised persons to abide by all applicable regulations, identify and manage conflicts of interest and pre-clear and report on many types of personal securities transactions. Liberty’s restrictions on personal securities trading apply to supervised persons, as well as employees’ family members living in the same household. The Code also covers policies and procedures designed to protect the confidentiality of client and Investor information and manage any potential conflicts that might arise as a result of such personal investment activities and the investment activities of Liberty’s clients. All supervised persons are required to acknowledge their receipt of and agreement to adhere to the Code and are required to promptly report any violation of the Code.

Liberty will provide a copy of the Code to any Investor or prospective Investor, upon request by calling the number listed on the cover page of this Brochure. Subject to applicable Governing Fund Documents, Liberty or its affiliates from time to time assist or advise third parties in respect of certain non-Fund investment opportunities or other financial transactions. Liberty may be compensated for such non-Fund services and these services may give rise to potential conflicts of interest. Liberty seeks to avoid and/or mitigate any potential conflicts through various means, including its compliance with contractual commitments under Governing Fund Documents, its Code of Ethics, and policies and procedures relating to, among other things, conflicts of interest, outside business activities, and allocations of investment opportunities. Liberty generally does not expect to recommend to the Funds, or buy or sell for the Funds, securities in which Liberty or a related person has a material financial interest. However, Liberty’s supervised persons may invest as limited partners in the Funds. Such amounts may be invested pro rata with the Limited Partners of each Fund. From time to time, Liberty supervised persons may purchase securities alongside the Funds, including any co-investment vehicles. In addition, Liberty supervised persons may also, from time to time, receive stock, options or equity-based compensation in connection with the provision of services to investments of the Funds, which amounts will be characterized as Transaction Fees. See Item 5 – Fees and Compensation – Transaction Fees, above for more detail regarding the treatment of such Transaction Fees. In addition to complying with certain restrictions in the Governing Fund Documents, Liberty has policies and procedures in place to address any material conflicts of interest that may arise. Personnel of Liberty can be expected to have friendships or other personal relationships with personnel and other individuals associated with entities with which Liberty does or may seek to do business, including individuals who serve as directors, principals or employees of existing and prospective investors, portfolio investments, and/or service providers. Personal relationships may develop out of business-related or other professional interactions, or vice versa. The existence of personal relationships may serve to benefit the Funds (for example, by providing networking opportunities through which Liberty personnel could be introduced to potential service providers for the Funds) but also create a potential conflict of interest, by giving rise to incentives for the parties to share business or other professional opportunities, including those relating to the business of Liberty, Investors, the Funds, and portfolio companies. While Liberty generally expects conflicts of interest of this nature to be mitigated by Liberty’s Code of Ethics, it is unlikely that the possibility of conflicts of interest relating to personal relationships can be fully eliminated.

A portion of the Funds’ investments are in publicly traded securities. Transactions in such securities can be expected to generate brokerage commissions and other amounts payable by the Funds in respect of such transactions. To the limited extent Liberty transacts in public securities, over-the-counter private securities or other non-private equity investments, Liberty seeks to obtain best execution. Liberty intends to select brokers based upon the broker’s ability to provide best execution for the Funds, taking into consideration a range of factors including the price of a security offered by a broker-dealer, as well

as the full range and quality of such broker-dealer’s services, including, among other things and to the extent applicable, price, transaction costs, ability to provide financing commitments, ability to effect transactions, reliability and financial responsibility, responsiveness to Liberty and other factors that Liberty considers relevant in such circumstances. Liberty may enter into agreements on behalf of Funds with broker-dealers that are also compensated for providing introductions to potential investors or for any investments ultimately made by such investors. Such introductions may create potential conflicts of interest to the extent that Liberty uses such brokers on behalf of its Funds, as Liberty may have an incentive to select brokers based on its interest in receiving introductions to prospective investors. Liberty and/or the General Partner is generally authorized to make the following determinations, subject to each Fund’s investment objectives and restrictions, without obtaining prior consent from the relevant Fund or any of its Investors: (1) which securities or other instruments to buy or sell; (2) the total amount of securities or other instruments to buy or sell; (3) the executing broker or dealer for any transaction; and (4) the commission rates or commission equivalents charged for transactions. Liberty does not participate in any soft dollar arrangements outside of receiving research available to other institutional investors. Research services received from brokers and dealers are supplemental to Liberty’s own research effort. To the best of Liberty’s knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. Liberty does not separately compensate such broker-dealers for the research and does not believe that it “pays-up” for such broker-dealers’ services due to the difficulty associated with the brokerdealers not breaking out the costs for such services.

Liberty does not receive any economic benefit from any third party for providing advisory services to the Funds. Liberty has entered into, and in the future may enter into, agreements with unaffiliated third-party placement agents to introduce prospective Investors to the Funds. Under such agreements, it is expected that the placement agents would receive an amount equal to a specified percentage of the capital commitments attributable to each Investor referred by such placement agent, or other such

compensation as would be negotiated at the time. In such cases, the details of the arrangement will be provided to prospective Investors by such placement agent.

Liberty does not have any legal or disciplinary events to report. As a registered investment adviser, Liberty is obligated to disclose any legal or disciplinary event that would be material to a client when evaluating the adviser’s advisory business or integrity of its management pursuant to this Item 9.

All investments are carefully reviewed and approved by Liberty’s investment team. The individual investments are reviewed on a regular basis and the investment personnel meet regularly to discuss investment ideas, economic developments, industry outlook and other issues related to current portfolio holdings and potential investment opportunities. Liberty provides each Investor with the following reports in accordance with the terms of the applicable Governing Fund Documents: (i) audited annual Fund financial statements; (ii) quarterly unaudited Fund financial statements; and (iii) annual tax information that may be necessary for Investors to complete their tax returns.

Liberty is deemed to have custody of its clients’ funds or securities because it has the authority to obtain its clients’ funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a client’s account. As noted in Item 13, the Funds are audited on an annual basis in accordance with generally accepted accounting principles by an independent public accountant that is registered with, and subject to regular inspection by the Public Company Accounting Oversight Board. Audited financial statements are distributed to each Fund’s Investors within 120 days of the Fund’s fiscal year end.

In accordance with the terms and conditions of the applicable Governing Fund Documents, and subject to the direction and control of the General Partner of each Fund, Liberty generally has discretionary authority to determine, without obtaining specific consent from the Fund or its Limited Partners, the investments in which the Fund will participate and the amounts to be bought or sold on behalf of the Fund, and to perform the day-to-day investment operations of the Fund. Funds typically execute an investment management agreement providing a power of attorney to Liberty to manage the assets of the Fund and the Governing Fund Documents provide Liberty discretionary authority to manage the assets of such Funds.

Liberty has adopted and implemented written policies and procedures governing the voting of client securities. Liberty primarily invests in proprietary, privately held investments which typically do not issue proxies but may invest a portion of the assets of its Funds in publicly traded portfolio companies. In the event that Liberty receives proxies in connection with any publicly traded portfolio companies of a Fund, it is Liberty’s policy to exercise the proxy vote in the best interest of such Fund, taking into consideration relevant factors, such as (i) the impact on the value of the investments; (ii) alignment between the interests of the portfolio company and those of such Fund; (iii) anticipated risks, costs and benefits; (iii) the promotion of corporate governance by the portfolio company; and (iv) industry and commercial practices. On rare occasions, Liberty may be required to exercise a vote for a privately held portfolio company, in which case the same procedures shall apply. In some instances, it may be appropriate to abstain from voting. Liberty could also, from time to time, be party to agreements or other arrangements that require it to vote the securities it holds in the manner directed by another party, such as a portfolio company or another investor in a portfolio company. In situations where Liberty perceives a material conflict of interest, Liberty may defer to the voting recommendation of an independent third-party provider of proxy services or take such other action in good faith which would protect the interests of the Fund.

All proxies that Liberty receives are treated in accordance with these policies and procedures. A copy of Liberty’s written proxy voting policies and procedures, as well as a record of Liberty’s proxy voting history, will be maintained and available for review upon written request.

A balance sheet is not required to be included as Liberty does not solicit fees more than six months in advance. Liberty is not aware of any financial condition that is likely to impair its ability to meet its contractual commitments to its clients, and has not been subject to any bankruptcy proceeding during the past 10 years.