Neos Partners, LP

Neos is a Delaware limited partnership established in 2022. Neos has a principal place of business in San Diego, California and is principally owned by Peter J. Jonna, the Adviser’s Managing Partner. The Adviser provides investment advisory services to privately offered pooled investment vehicles (together with any future private investment funds to which Neos and/or its affiliates provide investment advisory services, each a “Fund” and collectively, the “Funds”). The Funds are private equity fund vehicles that invest in one or more operating entities, referred to herein as “Portfolio Companies.” Investment advice is provided directly to the Funds and not individually to the persons and entities that invest in the Funds (each, a “Limited Partner” and, collectively, the “Limited Partners”). The Adviser investigates, analyzes, and negotiates potential investments and dispositions on behalf of the Funds. Investments are made primarily in nonpublic companies, however, investments in public companies are permitted from time to time. Where such investments consist of Portfolio Companies, the partners or other personnel or affiliates of Neos will generally serve on such Portfolio Companies’ respective boards of directors or otherwise act to influence control over management of Portfolio Companies in which the Funds have invested. Each Fund has a general partner (together with any current or future affiliated general partner entities, the “General Partners”) that is affiliated with the Adviser. Limited partnership interests in the Funds are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests in the Funds are privately offered and sold exclusively to Limited Partners who are either investors that are both “qualified purchasers” (as defined in the Investment Company Act) and “accredited investors” (as defined in Regulation D promulgated under the Securities Act) or are accredited investors and “qualified clients” (as defined in the U.S. Investment Advisers Act of 1940, the “Advisers Act”). Neos’ advisory services to the Funds and any restrictions, limitations, and investment descriptions are detailed in the applicable private placement memoranda, offering documents, or limited partnership agreements (the “Governing Documents”). The Funds or the General Partners have in the past and may in the future enter into side letters or other similar agreements (“Side Letters”) with certain Limited Partners that have the effect of establishing rights (including economic or other terms) under, or altering or supplementing the terms of, the relevant partnership agreement with respect to such investors. From time to time and as permitted by Governing Documents, Neos expects to provide coinvestment opportunities (including the opportunity to participate in Funds that are co-invest vehicles) to certain investors, including investors in the Funds, operating partners, sponsors, market participants, finders, consultants, and Service Providers (as defined below). Such co-investments often involve investment and disposal of interests in the applicable Portfolio Company at the same time and on the same terms as the Funds making the investment. Investors in Funds that are coinvestment vehicles may pay reduced or no Management Fees (as defined below) and may be subject to different rates of carried interest.

As of December 31, 2025, the Adviser managed approximately $3,773,024,352 in regulatory assets on a discretionary basis on behalf of the Funds.

A detailed description of each Fund’s fees and expenses is set forth in the Governing Documents of each Fund. Neos generally receives a Management Fee and carried interest in connection with advisory services to the Funds. In addition to the Management Fee and carried interest, each Fund bears certain expenses as described below. As the fees and expenses incurred by each Fund vary, prospective and current Limited Partners should review the fees and expenses listed below, as well as refer to the applicable Governing Documents for a description of all relevant fees and expenses to be paid by a Fund. In the future, the Adviser may reduce or waive the Management Fee for certain Limited Partners. Management Fees During the life of the Funds, Limited Partners in such Funds pay a management fee (“Management Fee”) to Neos. In accordance with the Governing Documents, the Management Fee is payable by each Limited Partner quarterly in advance in an amount equal to 2.0% per annum, (i) initially, based on Limited Partner committed capital during the investment period, and (ii) thereafter, based on Limited Partner invested capital. The Management Fee payable for any period other than a full quarterly period will be adjusted on a pro rata basis according to the actual number of days elapsed during such period. Generally, the Management Fee is reduced, but not below zero, by excess organizational expenses (as described in the relevant Fund’s Governing Documents) and any placement fees paid by the Funds. Additionally, except as otherwise set forth in the Governing Documents, directors, transaction, break-up, advisory or other similar fees received by the Adviser in respect of a Fund’s investment in the relevant Portfolio Companies, if any, will be applied to reduce the Management Fee payable by a Limited Partner. Carried Interest The General Partners of the Funds receive carried interest with respect to the Funds as a percentage of realized profits subject to the terms of each Fund’s Governing Documents. A description of carried interest is included in each Fund’s respective Governing Documents. Other Compensation Management Fees are reduced by certain compensation received by the Adviser and current affiliates in accordance with the Funds’ Governing Documents. These offsets generally consist of directors, monitoring, transaction, break-up, advisory or other similar fees received in respect of the Funds’ investment in the Portfolio Companies. The specific calculation methodologies and more detailed descriptions of the types of expenses and income subject to fee offsets are described in the Funds’ Governing Documents.

Neos entities may be retained from time to time to provide asset management, closing, due diligence, monitoring, underwriting, investment banking and other ancillary services to any Portfolio Company or its related entities, or otherwise in respect of any portfolio investment, in each case, in exchange for fees and other compensation at rates determined by the General Partner (subject to the fee income offset provisions herein). Neos may provide any such services through Neos entities or through other entities in which Neos holds or acquires an interest. Fund Expenses As disclosed in the Governing Documents, the Funds incur expenses related to their operations. These expenses will reduce the returns realized by Limited Partners on their investment in the Funds and will reduce the amount of capital available to be deployed by the Funds in investments. Expenses that are paid by the Funds include, but are not limited to, the following types of expenses:

management and operation of the Funds, their related entities and their respective businesses;

sourcing, finding, investigating, developing, evaluating, negotiating, structuring, acquiring, monitoring, holding, administering, financing, refinancing, managing, hedging, selling, exchanging or otherwise disposing of or monetizing prospective and actual investments (including selling, exchanging or otherwise disposing of or monetizing investments through sponsor-led secondary transactions and recapitalizations), and other costs of rendering financial assistance to or arranging for financing for any assets or investments, including consummated investments (including investments warehoused for the Funds) and any proposed but unconsummated investments (including commitment fees or other lender’s fees that become payable in connection with a proposed portfolio investment and investments proposed to be warehoused);

legal, auditing, consulting, accounting, valuation, appraiser, projection, regulatory compliance, data provider (including management systems and software), custodian, sub custodian, depositary, settlement, client relations, banking, transfer agent, disbursal, brokerage, registration, origination, servicing, administrator, Industry Advisor (as defined below) fees and expenses, and other third-party services;

the start-up and organization of any profit interest pooling vehicle, the issuance of any securities in any such profit interest pooling vehicle to Industry Advisors, other consultants and advisors of Neos, the Fund or any Portfolio Company and/or Portfolio Company personnel, in each case, as determined by Neos, in its sole discretion, the operations and activities of any such profit interest pooling vehicle and any other costs and expenses of any such profit interest pooling vehicle that would otherwise be deemed “Fund Expenses” hereunder, as applied, mutatis mutandis, to any such profit interest pooling vehicle;

other support services (including engineering, investment-level management and servicing, environmental, cyber security infrastructure and incident response, financial reporting, data processing, escrow, settlement, client relations, know-your-customer, subscription agreement review, processing and maintenance, accounting, legal and tax support and other services) outsourced to third party Service Providers, and any other third-party expenses incurred with respect to the operation of the Funds and investments;

research and software expenses, and other expenses incurred in connection with data services providing price feeds, news feeds, securities and asset information, fundamental data, and industry alerts attributable to such investments; and other third-party research, news, industry information, analytics and expert networks/research resources;

third-party software licenses and support services related to asset management, document management, investor management and other management, accounting, reporting and other functions; and other costs of asset and portfolio management software and research and/or industry, market and valuation databases and/or industry subscriptions or publications and research services attributable to a specific portfolio investment (or potential portfolio investment) or industries, products or sectors targeted for a potential portfolio investment or for valuation purposes;

printing, publishing, communications, marketing and publicity fees and expenses;

attendance at and/or sponsorship of any summits, conferences and/or other events involving former, current or prospective Portfolio Company management, Industry Advisors and/or other Persons, including guest speakers (in each case, including any costs associated with venue, set-up, information technology, room and board, travel, dining, entertainment, gifts and mementos, honorarium, events or speakers and any other out-of-pocket expenses incurred by the Fund or Neos in connection with any such events), which events may be held alone or together with other Neos Accounts, and any reimbursements related thereto (regardless of whether all of the individuals attending or otherwise participating in such meetings are current or prospective Limited Partners, such as Industry Advisors who are attending that are also Limited Partners), in each case to the extent incurred by the Fund, the General Partner or any other affiliate of the General Partner and not otherwise reimbursed by any applicable Portfolio Companies (it being understood that the Fund shall also bear costs attributable to attendees who are (x) representatives or professional guests of Neos or any current, former or prospective Portfolio Company or (y) service providers to the Fund, Neos and their respective affiliates, including Industry Advisors);

transactions not consummated (including costs of any proposed joint venture, coinvestment, co-investment fund or other co-investment vehicle or arrangement that is not consummated, and including broken deal expenses, diligence and pursuit expenses, third party out-of-pocket expenses or other fees, costs and expenses relating to such unconsummated investments that would otherwise be considered “Fund Expenses” hereunder);

defaults by Limited Partners in the payment of any capital contributions;

transfer or withdrawal of interests in the Funds and admission of a substitute Limited Partner (to the extent not paid or otherwise borne by the transferring Limited Partner or its transferee or the Limited Partner withdrawing, as applicable);

organizing, developing, structuring, operating, owning, maintaining, dissolving, liquidating and winding up entities (including any alternative investment vehicle, other subsidiary vehicle, special purpose vehicle (“SPV”) or other vehicle through or in which investments may be made or Portfolio Companies or permitted temporary investments or bridge investments may be acquired or held), and costs, fees and expenses related to the business

or operations of such entities;

costs, fees and expenses that are classified as extraordinary expenses under generally accepted accounting principles, and other extraordinary, nonrecurring matters;

premiums and fees for insurance to benefit, directly or indirectly, the Funds and their related entities, the holders of interests therein, the Adviser, the General Partner or any of their respective affiliates or their respective shareholders, partners, members, officers, directors, employees, and agents, with respect to liabilities to any person in connection with the affairs of such entities and for directors’ and officers’ liability insurance or other similar insurance policies, including errors and omissions insurance, cyber security insurance and cyber-crime insurance, financial institution bond insurance and any ERISA fidelity bonds;

cyber security incidents affecting and/or targeting the Funds, any related investment fund, any SPV and/or any Portfolio Company (or any data and information management technology, whether hardware, software, security or other support service, relating to any of the foregoing entities);

tax planning and tax structuring in connection with the operation and investment activities of the Funds and any actual or prospective investments, taxes and other governmental charges, fees and duties other than any such taxes, fees or charges levied in respect of or otherwise in connection with any specific partner(s) or allocated to partners;

except to the extent excluded from indemnification rights, litigation and indemnification expenses, including damages and other costs, fees and expenses relating to litigation or other matters that are the subject of indemnification rights;

actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including the costs of discovery related thereto and any judgment, other award or settlement entered into in connection therewith;

establishing, implementing, monitoring and/or measuring the impact of environmental, social and governance (“ESG”) policies and programs with respect to the Funds and/or any Portfolio Company or prospective Portfolio Company, including all costs incurred in connection with ESG tracking tools and any assessments, measurements, advice or reports prepared as part of establishing, implementing, monitoring and maintaining ESG policies and procedures with respect to the Funds, Portfolio Companies or prospective Portfolio Companies or otherwise designed to promote or elevate any Fund’s, Portfolio Company’s or prospective Portfolio Company’s achievement of ESG objectives;

regulatory licensing costs for the Funds, Portfolio Companies or any of their related vehicles and all ongoing costs associated with such status, including all compliance costs;

reporting to regulatory authorities in any jurisdiction in which the Funds, their related entities, the General Partner, and the Adviser or their respective affiliates invest, are organized, marketed or otherwise directly or indirectly conduct business related to the Funds or its investments, including the SEC, the U.S. Commodity Futures Trading Commission, the National Futures Association, the U.S. Treasury, the U.S. Internal Revenue Service and other national, state or local regulatory authorities in any country or territory (for example,

Form PF in the United States), filings in connection with the U.S. Foreign Account Tax Compliance Act and any comparable legislation or regulations published by any other relevant jurisdiction, and any regulatory filings;

compliance with any law, rule, regulation, policy, directive or special measure (including in relation to privacy, data protection, know-your-customer, anti-money laundering, sanctions or anti-terrorism considerations), including any legal, administrator, consulting or other third-party service provider costs related thereto and any regulatory costs of the General Partner or any of its affiliates incurred in connection with the operation of the Funds;

legal, compliance, regulatory, custodial, depositary, Swiss representative and paying agent and other fees and expenses attributable to or associates with the requirements of AIFMD and any national private placement regimes;

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Investment Strategy and Process Neos pursues a thematic investment approach and seeks to invest behind large secular trends that it believes will continue for long periods of time. Neos focuses primarily on identifying opportunities resulting from the intersection of two mega trends: the energy transition and the significant investments that are believed to be necessary to maintain and upgrade aging critical infrastructure. Neos seeks to understand the second-order impacts within these mega trends in order to identify what it believes to be high-quality businesses at attractive valuations that are positioned for stepchange growth. Neos takes a disciplined approach to portfolio construction and value creation by focusing on investment criteria such as proprietary sourcing methods, conservative valuation approaches, targeted industries, and operational value creation. Neos seeks to employ a disciplined, consistent approach to sourcing and to focus efforts on companies that fall within its target themes. Neos is primarily focused on proprietary sourcing initiatives to find off-market opportunities; however, the firm is permitted to also participate in auctions or other competitive processes. During investment execution and due diligence, Neos spends considerable time with the company’s founders and management team to create a shared framework for value creation. After determining mutual fit, Neos seeks to structure its investment to achieve a reasonable entry valuation, while providing an attractive return and continuing economic participation to the founder. Neos works collaboratively with management teams to drive value creation and expects to work closely with its Portfolio Companies. Risks of Investment The description below is an overview of the risks entailed in Neos’ investment strategies and is not intended to be complete. All investing involves the risk of loss and the investment strategy offered by Neos could lose money over short or long periods. The risks involved with the Adviser’s investment strategy and an investment in a Fund include, but are not limited to: Portfolio Management Risk. Judgments made by Neos about the attractiveness, value and potential appreciation of particular investments may prove to be incorrect and may not anticipate actual market movements or the impact of economic conditions generally. Expedited Transactions. Investment analyses and decisions by Neos may be required to be undertaken on an expedited basis to take advantage of certain investment opportunities. In such cases, the information available to Neos or the Funds at the time of making an investment decision may be limited and Neos or the Funds may not have access to detailed information regarding the investment. Accordingly, no assurance can be given that Neos or the Funds will have knowledge of all circumstances that may adversely affect a particular investment. Possibility of Fraud or Other Misconduct of Employees and Service Providers. Misconduct by employees of the General Partner or the Adviser, Portfolio Company officers or employees, Service Providers to the foregoing and their respective affiliates could cause significant losses to the Funds.

Lack of Diversification. Subject to the terms and provisions of the Funds’ Governing Documents, the Funds may invest in a limited number of investments and may be concentrated in only a few Portfolio Companies and industries. Therefore, the aggregate return of the Funds may be more adversely affected by the negative performance of a single investment than would a more diversified investment product. Determination of Net Asset Value. Investments will be valued periodically by the Funds. Any such valuation, however, is a subjective analysis of the fair market value of an asset and requires the use of techniques that are costly and time-consuming and ultimately provide no more than an estimate of value. Valuations may result in adjustments of the Funds’ aggregate fair market values or gross or net internal rate of return calculations. There can be no assurance that the Funds’ aggregate fair market values or gross or net internal rate of returns, as calculated based on such valuations, will be accurate on any given date, nor can there be any assurance that the sale of any asset would be at a price equivalent to the last estimated value of such asset. Subject to applicable law, there is broad discretion to establish the value of investments in illiquid securities and other illiquid assets. No Assurance of Investment Return. An investment in the Funds involves a significant degree of risk. The Funds may not be able to make or realize one or more investments. The Funds may not be able to generate returns for the Limited Partners and such returns, if any, may not be commensurate with the risks of investing in the type of assets and transactions described in the Governing Documents. Limited Access to Information. Limited Partners’ rights to information regarding the Funds will be specified and strictly limited. In particular, it is anticipated that the General Partner will obtain certain types of material information from investments that will not be disclosed to Limited Partners because such disclosure is prohibited by contractual, legal or other obligations. Decisions by the General Partner to withhold information may have adverse consequences for Limited Partners in a variety of circumstances. For example, a Limited Partner that seeks to transfer its interests may have difficulty in determining an appropriate price for such interests. Decisions to withhold information may also make it difficult for Limited Partners to monitor the General Partner and its performance. Additionally, it is expected that Limited Partners who designate representatives to participate on the advisory committee may, by virtue of such participation, have more information about the Funds and investments in certain circumstances than other Limited Partners generally and may be disseminated information in advance of communication to other Limited Partners. Non-Controlling Investments; Investments with Third Parties. The Funds may hold a noncontrolling interest in certain Portfolio Companies and, therefore, may have a limited ability to protect its position in such Portfolio Companies, although as a condition of investment, it is expected that appropriate rights generally will be sought to protect the Funds’ interests. There can be no assurance that such rights will be available or that such rights will provide sufficient protection of the Funds’ rights. Technological Failure. The Funds’ business is highly dependent on the communications and information systems of Neos. In addition, certain of these systems are provided to Neos by thirdparty Service Providers. Any failure or interruption of such systems, including as a result of the termination of an agreement with any such third-party service provider, could cause delays or other problems in the Funds’ activities. This, in turn, could have a material adverse effect on the Funds’ operating results, require a significant expense to fix or replace such systems and cause reputational

damage. Indemnification. To the extent permitted by applicable law, the Funds may be required to indemnify Neos and the respective members, directors, officers, employees and agents of Neos or the Funds, and the applicable Fund’s limited partner advisory committee (the “Advisory Committee”) members and their related Limited Partners, in each case for liabilities incurred in connection with the affairs of the Funds, except in certain limited circumstances specified in the Funds’ Governing Documents. Notwithstanding anything to the contrary contained herein or in the Funds’ Governing Documents, nothing contained herein or in the Funds’ Governing Documents shall restrict, amend, eliminate or waive any fiduciary duty of Neos under (a) the Advisers Act, as amended or (b) any other applicable federal or state law to the extent that such restriction, amendment, elimination or waiver would be in violation of such other federal or U.S. state law. Limited Partner Default. If Limited Partners fail to fund their commitment obligations or to make required capital contributions (whether arising through an investor’s default, its excuse or exclusion from one or more investments, or a permitted withdrawal or removal from the Funds), the Funds’ ability to complete its investment program or otherwise continue operations may be substantially impaired. If a Limited Partner fails to make any required contribution or payment to the Funds for any reason, the other Limited Partners may be required to fund the shortfall, with the consequence that the non-defaulting Limited Partners may have greater exposure to the Funds’ investments or liabilities than they otherwise would. If a substantial number of Limited Partners default on their obligations to the Funds, this may severely limit opportunities for investment diversification and would likely reduce returns to the Funds. Any single defaulting Limited Partner could cause substantial costs to be incurred by the Funds if such default causes the Funds to fail to meet its contractual obligations or if the General Partner must pursue remedial action against such Limited Partner, any of which could materially and adversely impair the Funds and reduce the returns to the non-defaulting Limited Partners. In the event a Limited Partner fails to make a required capital contribution when due, it may be subject to various remedies as provided in the Funds’ Governing Documents, including the charge of default interest, reductions in its capital account balance, loss of any voting rights and forced sale of its interest. Side Letters. The General Partner and/or the Funds have and can enter into side agreements (“Side Letters”) with one or more Limited Partners whereby, in consideration for agreeing to invest certain amounts in the Funds or other consideration determined by the General Partner, such Limited Partner can be granted rights not otherwise afforded to other Limited Partners. These Side Letters can entitle a Limited Partner to make an investment in the Funds on terms other than those described in the Funds’ Governing Documents. Any such terms, including with respect to (i) access to information and reporting obligations of the Funds; (ii) transfer rights to affiliates; (iii) withdrawal rights (subject to General Partner consent) due to adverse tax or regulatory events; (iv) consent rights to certain Funds’ Governing Documents amendments; (v) economic benefits, fee reductions or other economic incentives, including Special Economic Arrangements, (vi) excuse rights with respect to particular investments; (vii) co-investment rights; (viii) limits on indemnification obligations; (ix) confidentiality obligations or (x) any other matters described herein or in the Funds’ Governing Documents, may be more favorable than those offered to any other Limited Partners. Such agreements will have the effect of establishing rights under, or altering or supplementing the terms of, the Funds’ Governing Documents with respect to such Limited Partner. The Funds or General Partner have and may in the future enter into such side letters with any party as they may determine, in its respective sole and absolute discretion, at any time. Limited Partners will not

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Limited Partners are required to meet certain eligibility and suitability qualifications and make certain representations prior to investing in a Fund. Details concerning applicable Limited Partner suitability criteria are set forth in the respective Fund’s Governing Documents. The Funds generally have a minimum investment amount of $10,000,000 for third-party investors, and Fund interests are offered and sold solely to accredited investors, qualified purchasers or qualified knowledgeable Neos personnel. Each Fund establishes minimum investment amounts as set forth in the relevant Governing Documents. The General Partner of the relevant Fund is permitted to waive the minimum investment amount at its discretion. In addition to providing investment advisory services to the Funds, Neos provides investment advisory services to other vehicles which can include co-investment vehicles, parallel funds, feeder funds, alternative investment vehicles or other vehicles. For example, in order to facilitate investment by certain investors in certain Funds, a parallel fund has been established. The parallel fund will, and the General Partner has and may in the future also organize one or more additional parallel funds to, invest alongside the Funds. Investments may be proportional to the Funds and on effectively the same terms and conditions as the Funds, subject to applicable legal, tax, regulatory and other considerations (which may require a different structure, voting or other arrangements than those applicable to the Funds in order to accomplish the purposes of such alternative investment vehicle). Additionally, alternative investment vehicles may be used if the General Partner determines that it is in the best interest of any Fund vehicle, the General Partner, its affiliates or any Limited Partners. Different vehicles (or their investors or certain groups of investors) have and may in the future participate in investments through different structures, as the General Partner determines to be in the best interests of such vehicle for legal, tax, regulatory or other business reasons, or as otherwise prescribed for a particular vehicle. As a result, the amount available to be distributed to a Limited Partner can be less than the amount that would have been available absent the use of such special structuring.

Performance Based Fees and Side-by-Side Management

The General Partners of the Funds receive performance-based compensation in the form of carried interest from their related Funds. A detailed description of the carried interest calculation methodology applicable to a Fund can be found in the relevant Fund’s Governing Documents. The existence of carried interest creates an incentive for the General Partner to cause a Fund to

make more speculative investments than it would otherwise make in the absence of performancebased compensation. In addition, carried interest may be subject to changes in rates and application of U.S. federal income tax. The tax treatment of carried interest could affect investment decisions of the General Partner, including the timing of dispositions, and such decisions could adversely impact returns for Limited Partners. In addition, the General Partner is generally required to return excess amounts of carried interest as a “clawback.” This clawback obligation may create an incentive for the General Partner to defer disposition of investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to a Fund or would otherwise result in a clawback situation for the General Partner.

The Adviser provides investment advice to the Funds. The General Partners of the Funds are affiliated with Neos by common ownership. Members of the General Partner receive compensation associated with their services, including by means of sharing in any carried interest received by the General Partners from the Funds and may receive equity grants or other compensation from the Funds’ Portfolio Companies. The Adviser is not registered as a broker-dealer and does not have any application pending to register as a broker-dealer or registered representative of a broker-dealer. The Adviser is an exempt commodity pool operator. There will be situations where Neos, its affiliates, and/or the Funds encounter conflicts of interest in connection with Funds’ investment activities. A discussion of potential conflicts of interest is detailed in each respective Funds’ Governing Documents.

Participation or Client Transactions & Personal Trading

Interest

in

Neos has adopted a written code of ethics that is applicable to all employees. Among other things, the code requires Neos and its employees to act in the Funds’ best interests, abide by all applicable regulations, avoid even the appearance of insider trading, and pre-clear and report on certain types of personal securities transactions. Neos’ restrictions on personal securities trading apply to all employees, as well as employees’ family members living in the same household. In addition, the code of ethics requires such personnel to comply with procedures designed to prevent the misuse of, or trading upon, material non-public information. A copy of Neos’ code of ethics is available to any client or prospective client upon request. Neos, its employees, and its affiliated persons may come into possession of material non-public or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, Neos and its affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of Neos. Accordingly, should Neos or any of its affiliated persons come into possession of material nonpublic or other confidential information with respect to a public or non-public company, Neos would be prohibited from communicating such information to clients, and Neos will have no responsibility

or liability for failing to disclose such information to clients as a result of following their policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of Neos, its employees, or its affiliates serving as directors of public companies and may restrict trading on behalf of clients, including a Fund. Certain employees and affiliates of Neos invest in and alongside the Funds through the General Partner. Investment in the Funds involves significant risks and there can be no assurance that the Funds’ investment objectives will be achieved. Potential and actual conflicts of interest may occur involving the General Partner, its affiliates, its other clients and their Portfolio Companies, on the one hand, and the Funds’ and its Portfolio Companies, on the other hand. These and other conflicts of interest are discussed in each Fund’s Governing Documents, which should be reviewed carefully. Partners and personnel of Neos may directly or indirectly own an interest in one or more Funds, including certain co-investment vehicles. To the extent that co-investment vehicles exist, such vehicles typically invest in one or more of the same companies as the Funds. However, coinvestments could present conflicts of interest if not properly structured and monitored. As such, the code of ethics seeks to establish monitoring of co-investments and personal trading by the Advisers’ partners and employees. The Adviser is permitted to allocate any co-investment opportunities among interested parties in its sole discretion, on the basis of such factors as it determines appropriate based on the relevant facts and circumstances, which include, but are not limited to: stated desire to participate in co-investments, the ability of an investor to commit to invest and execute on such investment in a time period acceptable, the economic terms on which a Limited Partner may agree to participate, whether an investor provides strategic value in respect of such investment, the size of an investor’s commitment to the Funds, whether and to what extent an investor has accepted prior co-investment opportunities, or any other legal, regulatory or tax considerations. Under certain circumstances, an employee might invest in a security that is not considered suitable for client accounts because of size, liquidity, or other factors. A change in these factors could result in the security becoming more suitable for clients, but the Adviser may not allow the security to be purchased for client accounts in order to avoid even the appearance of employees trading ahead of clients. In Neos’ experience, it is rare for an employee’s personal trading to limit clients’ investment opportunities, but such a situation may arise from time to time. In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant and the resolution of such conflicts will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser will consider various factors, including the interests of the applicable Fund with respect to the immediate issue or with respect to its longer-term objectives. It is Neos’ policy to allocate investment opportunities across Funds in accordance with the procedures outlined in the respective Funds’ Governing Documents. Decisions as to the allocation of investment opportunities present numerous conflicts of interest which may not be resolved in a manner that is favorable to the Funds’ interests. Similar conflicts of interest will apply in connection with the disposition of an investment held by the Funds and one or more other funds or coinvestments.

The Funds invest primarily in private companies and purchase and sell such companies through privately negotiated transactions. In cases where transactions are executed through a broker, dealer, or underwriter, and where the Adviser is responsible for selecting the broker, dealer or underwriter, the Adviser’s objective will be to seek “best execution”. Factors used in determining “best execution” include, among other things, the Adviser’s knowledge of negotiated commission rates and spreads, the nature of the security or instrument being traded, the size and type of the transaction, the nature and character of the markets for the security or instrument to be purchased or sold, the desired timing of the trade, market activity for the particular security or instrument, confidentiality, the execution, clearance, and settlement capabilities, as well as the reputation and perceived soundness of the broker selected and other brokers considered, the Adviser’s knowledge of actual or apparent operational problems of any broker, the broker or dealer’s execution services rendered on a continuing basis and in other transactions, and the reasonableness of spreads or commissions. The Adviser does not utilize soft dollar arrangements (that is, arrangements under which research and certain other services are acquired in connection with brokerage arrangements). The Funds may invest in the same Portfolio Companies from time to time. To the extent that more than one Fund transacts in securities related to the same Portfolio Company, the purchase or sale of the securities may or may not be aggregated for various Funds as the Adviser deems appropriate in accordance with Governing Documents.

Neos or the Funds engage placement agents in respect of the offerings of interests in the Funds. Placement agents will be paid a placement agent fee based on the amount of capital committed by the Limited Partners that such placement agent introduces to Neos or the Funds. Any placement agent fees paid by the Funds will be borne by the Adviser through a 100% offset against the Management Fees (but not below zero) payable to the Adviser.

The Adviser may provide certain business or other services to Portfolio Companies and may receive compensation from these companies in connection with such services. As described in the relevant Governing Documents, this compensation in many cases will offset a portion of the Management Fees paid by such Fund. However, in other cases (e.g., reimbursements for out-of-pocket expenses directly related to a Portfolio Company), these fees may be in addition to Management Fees. As described in Item 5, Neos entities may be retained from time to time to provide services to Portfolio Companies or their related entities in exchange for fees and other compensation at rates determined by the General Partner (subject to the fee income offset provisions described in the Governing Documents). Neos may provide any such services through Neos entities or through other entities in which Neos holds or acquires an interest.

Neos and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to a client’s evaluation of the Adviser.

The Adviser monitors its Funds’ investments on a regular basis to ensure that investments are made in accordance with each Fund’s objectives and within the terms of the relevant Governing Documents. Members of the investment team generally perform various daily, weekly, monthly, quarterly and periodic reviews of the portfolios. A review of a portfolio may also be triggered by any unusual activity or unique circumstances. Reports provided to Limited Partners are set forth in the applicable Governing Documents. Limited Partners receive copies of annual audited financial statements of the Funds within 120 days of the fiscal year-end, quarterly unaudited financial statements within 60 days of quarter end, annual tax information for U.S. federal income tax as promptly as practicable after the end of the fiscal year, and periodic reports providing information on the status of each Portfolio Company investment.

Neos expects that it will be deemed to have custody of the Funds’ assets. The Funds are subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by the Public Company Accounting Oversight Board, and the audited financial statements are distributed to each Limited Partner. The audited financial statements are prepared in accordance with U.S. GAAP and will be distributed to each Limited Partner within 120 days of each Fund’s fiscal year-end.

The Adviser generally has discretionary authority to determine, without obtaining specific consent from the Funds (or Limited Partners), the investments and amount to be bought or sold. The Adviser’s authority and any limitation on this authority is detailed in each of the Funds’ Governing Documents. The Adviser has discretion to agree with investors in the Funds to waive or modify the application of certain provisions of the investment terms applicable to such investor in a "side letter" or in any other manner.

The Funds invest primarily in private companies that typically do not issue proxies. However, Neos has authority to vote proxies on behalf of the Funds and has adopted policies and procedures regarding proxy voting (the “Proxy Voting Policy”) for cases where Funds do come into possession of securities with voting rights. The Proxy Voting Policy provides that Neos will seek to vote such proxy in the best interest of such Fund. If Neos believes that a particular vote presents a material conflict of interest, it will determine how to vote, taking into consideration various factors, including the investment objectives and strategies of the relevant Fund, and any procedures set forth in the Governing Documents. A copy of the Adviser’s written proxy voting policies and procedures, as well as a record of how the Adviser has voted, will be maintained and available for review by clients upon written request

to the Chief Compliance Officer.

Neos does not require or solicit prepayment of more than $1,200 in fees per investor, six months or more, in advance of services rendered. Accordingly, Neos is not required to provide a balance sheet in response to this Item 18. Neos does not have any other events requiring disclosure under this item.