Newlight Partners LP

The Adviser, a Delaware limited partnership, provides investment advisory services to investment vehicles and funds privately offered to qualified investors in the United States and elsewhere. The Adviser was formed in March 2018 and commenced operations in October 2018. The Adviser is principally owned by Ravi Yadav (the “Principal”). Unless the context otherwise requires, references in this Brochure to the Adviser or the Firm include both Newlight Partners LP, and any future investment advisers and fund general partner entities with which it is affiliated. The Adviser's clients are private investment funds (each, a “Fund” and together with any other related investment vehicles and future private investment funds to which the Adviser provides investment advisory services, the “Funds”). The general partner of each Fund (each, a “General Partner,” and collectively, together with any future affiliated general partner entities, the “General Partners”) is subject to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partners, which operate as a single advisory business together with the Adviser. The Adviser's investment advisory services to the Funds are detailed in the relevant Fund's management agreement, partnership agreement and/or other governing or offering documents (collectively, the “Governing Documents”) and generally consist of some or all of the following: identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Where the Funds invest in operating entities (“portfolio companies”), the Principals or other personnel of the Adviser or its affiliates generally serve on such portfolio companies' respective boards of directors or otherwise act to influence management of portfolio companies in which the Funds have invested. The Adviser's advisory services to the Funds are further described below under Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds (generally referred herein as “investors” or “limited partners”) participate in the overall investment program for the applicable Fund, but may be excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Governing Documents. The Funds or their affiliates generally expect to enter into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing different or preferential rights or terms, including but not limited to different fee structures, information rights, co-investment rights, and liquidity or transfer rights under, or otherwise altering or supplementing the terms of, the relevant Governing Documents with respect to such investors. As described further in Item 8, the Adviser expects to provide co-investment opportunities to certain current or prospective Fund investors or other parties. As of December 31, 2025, the Adviser managed client assets of $1,324,684,000 on a discretionary basis.

In general, the Adviser or an affiliated entity receives a management fee (the “Management Fee”) and a carried interest in connection with advisory services to its clients. Investors in the Funds also bear certain expenses. The Adviser, its affiliates, personnel, agents, advisors or representatives and/or the Principals expect to receive additional compensation in connection with the companies in which the Funds invest, including deal fees, finders' fees, transaction fees, investment banking fees, consulting fees, advisory fees, monitoring fees, break-up fees, directors' and board fees and other fees

and similar compensation that are attributable to Fund investments (collectively, “Transaction Fees”). In certain circumstances, as more fully described in the Governing Documents, Transaction Fees will offset in whole or in part the Management Fees otherwise payable to the Adviser (net of any unrecouped expenses which the Adviser has elected to pay on behalf of the relevant Fund), excluding amounts remitted to the Fund in accordance with the relevant Governing Documents. To the extent permitted under the relevant Governing Documents, the Adviser generally expects to retain any offset credit remaining at the end of the term of a Fund and no rebate will be made to such Fund. For the avoidance of doubt, Transaction Fees received on behalf of or with respect to an investment in which a Fund and one or more other Funds or persons have invested generally will be apportioned among such Fund(s) and other persons, and as a result, to the extent a Fund receives a Management Fee offset, it will, in most cases, only benefit with respect to the relevant allocable portion of the relevant Transaction Fee and not the portion of any Transaction Fee related to: (i) General Partner or affiliated partner commitments; or (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by the Adviser, service providers, third parties, current or former portfolio company management or personnel, sellers that have rolled their interest or reinvested proceeds in the portfolio company and/or others); or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant. To the extent Transaction Fees are paid in kind (including through securities, option grants or other interests), the Adviser is permitted to calculate the amount of offset based on the then-current value of the in-kind payment, rather than the ultimate value of the interests as of a future date. Transaction Fees will be offset only to the extent they are paid during the holding period of the relevant Fund, and investors generally will not receive the benefit of Transaction Fees paid prior to the Fund’s acquisition, or following the Fund’s disposition, of the relevant investment. Similarly, to the extent a former employee of the Adviser becomes a consultant to, or employed by, a portfolio company, no compensation earned by such former employee will offset the Management Fee, whether or not such former employee has a remaining interest in the relevant Fund’s General Partner or affiliated entity. Conversely, in the event that the Adviser employs a person that previously received compensation from a portfolio company, limited partners will receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with the Adviser, and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. Management Fees The Funds pay the Adviser the Management Fee. Each Fund's Management Fee is more fully described in such Fund's Governing Documents. In general, a Fund will pay the Adviser, quarterly in advance, a Management Fee equal to 2.0% on an annual basis of aggregate investor capital commitments (“Commitments”) held by partners not designated as “affiliated partners” or “anchor investors” by the relevant General Partner. Investors participating in a closing after the initial closing date will bear the Management Fee from the initial closing date and, in addition, such investors will be charged an amount equal to the product of (i) the prime rate plus 2.0% per annum multiplied by (ii) the amount of such assessed Management Fees, calculated from the date such Management Fee payments would have been due if such investor were admitted for its full Commitment on the initial closing date. Upon the earlier to occur of (a) the expiration of the investment period and (b) the date on which the Adviser or any of its affiliates first receives or begins to accrue Management Fees from another private equity investment fund with objectives, strategy and scope substantially similar to those of the Fund in accordance with the terms described in the Fund’s Governing Documents, the Management Fee will equal the sum of (x) 2.0%

of (A) the aggregate investment contributions (including any amounts borrowed pursuant to any subscription facility of the Fund), less (B) the aggregate amount of investment contributions with respect to the portion of each investment that has been disposed of or permanently written down; provided that investments (other than bridge financings) in a portfolio company will be treated as having been disposed of or permanently written down only to the extent that, as of the date of any such disposition or write-down, the aggregate fair market value of all remaining Fund investments (excluding bridge financing) in such portfolio company is less than the Fund’s aggregate investment contributions made with respect to such portfolio company, plus (y) 2.0% of the aggregate amount of any unfunded lines of equity made to any portfolio company (but not in excess of the aggregate amount of unfunded Commitments (after giving effect to any amounts that may be recycled and excluding any amounts borrowed pursuant to any subscription facility of the Fund)), in each case, with respect to partners not designated as “affiliated partners” or “anchor partners”. As a general matter, Management Fees will be payable during term extensions unless otherwise agreed with investors. As is generally the case in private equity funds, the Governing Documents provide that a Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s thencurrent net asset value. As further specified in the Governing Documents, from the effective date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown Date”), Management Fees generally will be charged based on a formula tied to the amount of the relevant Fund’s aggregate Commitments. Further, after the Stepdown Date, Management Fees generally will be charged and calculated based on a formula tied to the amount of investment contributions (including, where applicable, a Fund borrowing component) made by the relevant Fund relating to investments that have not been realized or permanently written down (such investments, “Impaired Value Investments”). Under the Governing Documents, where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Stepdown Date Management Fees will not be calculated based upon such appreciated value, and will instead continue to be calculated based on the amount of such investment contributions. Conversely, the Governing Documents do not require Management Fees to be reduced or refunded following the occurrence of a writedown, decrease (including a significant decrease) in fair value or other event not constituting a complete realization, such as a reorganization, roll-over investment in connection with a sale or dividend distribution, except in the case of investments meeting the relevant Impaired Value Investment standard under the Governing Documents. For the avoidance of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total amount of investment contributions relating to such Impaired Value Investment, then the amount of Management Fees otherwise payable relating to such investment will be reduced solely based on the ratio of the fair market value of each relevant remaining investment(s) as compared against the amount of total investment contributions relating to such investment(s) as of the date of the relevant event. As a result, the amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Fund, including following the relevant investment period, and will not be reduced in connection with any write downs, except in the case of Impaired Value Investments. Except where the Governing Documents expressly provide to the contrary, Management Fees will not be reduced (in whole or in part) in the case of partial distributions or reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, in each case in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Stepdown Date Management Fee base will include capitalized

transaction-specific expenses of unrealized investments. Further, Management Fees generally will not be reimbursed or refunded under the Governing Documents in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. The Governing Documents set forth the full list of terms under which Management Fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Management Fee rate in the Governing Documents until they are reduced in the circumstances and on the date(s) specified therein. Certain Governing Documents permit the Adviser to waive or agree to reduce the Management Fee. Certain waived portions of the Management Fee are treated by the Governing Documents as a deemed capital contribution by the relevant General Partner, which is effectively invested in the relevant Fund on such General Partner’s behalf and operates to reduce the amount of capital such General Partner would otherwise be required to contribute to the Fund. Waived or reduced Management Fees are not subject to the Management Fee offsets described above, and the amount of such waived or reduced Management Fees has the potential to be significant. Due to waived or reduced Management Fees by the Adviser and/or timing of receipt of compensation subject to offsets (as described above), it is possible that Management Fee offsets will not be fully realized by investors in the relevant Fund, resulting in a net additional benefit to the Adviser. Carried Interest In general, the Adviser will receive carried interest with respect to each Fund equal to 20% of all realized profits subject to an 8.0% compound preferred return, as more fully described in the Governing Documents. The carried interest distributed is subject to a potential clawback or giveback at the end of life of the Fund if the Adviser has received excess cumulative distributions and at certain interim intervals as provided in the Governing Documents. It is expected that any future Funds will have a similar compensation structure. Other Information The Adviser is permitted to exempt certain “affiliated partner” and “anchor” investors in the Funds from payment of all or a portion of Management Fees and/or carried interest, The General Partner reserves the right to make any such exemption from Management Fees and/or carried interest by a direct exemption, a rebate by the Adviser and/or its affiliates, or through other Funds which coinvest with a Fund. The Adviser retains flexibility to structure its compensation from investors and expects in certain circumstances to agree to invoice an investor directly for Management Fees or other compensation, rather than deducting such amounts from the investor’s capital account(s). The Funds generally invest on a long-term basis. Accordingly, Management Fees and other fees are expected to be paid, except as otherwise described in the Governing Documents, over the term of the Fund, and investors generally are not permitted to withdraw or redeem interests in the Fund. Principals or other current or former personnel of the Adviser generally receive salaries and other compensation derived from, and in certain cases including a portion of, the Management Fee, carried interest or other compensation received by the Adviser or its affiliates. In addition to the Management Fee and carried interest payable to the Adviser or its affiliated

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Investment and Operating Strategy The Adviser is an alternative investment manager focused on private equity. The Adviser invests across industries, partnering with management teams to build market-leading businesses that deliver durable, long-term value. Consistent with the Adviser’s approach to business building, the Adviser seeks attractive risk-adjusted returns by deploying capital into curated themes. The Adviser looks for companies with break-out potential and seeks to work with management teams to achieve

that potential. The Adviser seeks to invest predominantly in North America and in some cases may invest in compelling opportunities in Western Europe. The Adviser seeks to invest in themes where its investment team has experience, a deep network of relationships, and has developed expertise. As part of this approach, the Adviser looks for situations where its investment team, Value Acceleration Team and Senior Advisors can play an active role in adding value through experience and an extensive network of relationships. The Adviser is currently investing behind five themes (listed below and further described in Governing Documents, as applicable). While the Adviser expects the themes to evolve and expects to develop and curate new themes, the Adviser believes these themes will also continue to be critical focus areas for its ongoing investment activity: (i) (ii) (iii) (iv) (v)

Evolution of Bandwidth Consumption Increasing Specialization in Financial Services and Insurance Implementation of Value-Based Healthcare Transition to Distributed and Sustainable Energy Acceleration of Tech-Enabled Services

The Adviser’s investment process is overseen by its investment committee (the “Investment Committee”) and generally consists of the following phases: (i) idea generation, (ii) theme development, (iii) sourcing, (iv) due diligence and deal evaluation, (v) deal execution, (vi) value acceleration and business building, and (vii) exit/realization. There can be no assurance that the Firm will achieve the investment objectives of any Fund and a loss of investment is possible. Risks of Investment Each Fund and its investors bear the risk of loss that the Adviser's investment strategy entails. The risks involved with the Adviser's investment strategy and an investment in a Fund include, but are not limited to: Limited Operating History. The investment professionals and other personnel of the Adviser (the “Investment Professionals”) historically have operated as personnel of a family office and received significant support from the family office. While the Investment Professionals have previous experience making and managing investments similar to those that will be made and managed by the Fund, the Investment Professionals have limited experience managing and investing a committed pool of funds as an independent entity from the family office. Furthermore, there can be no assurance that any of the Fund’s investments will achieve results similar to those attained by previous investments of the Investment Professionals while they were personnel of the family office. In addition, the General Partner’s investment decisions may differ from previous decisions made by the Investment Professionals in a number of respects, including due to the fact that the Investment Professionals previously provided investment advice on a discretionary and non-discretionary basis as personnel of the family office prior to spin-out and the General Partner will provide investment advice to the Fund on a discretionary basis. Business Risks. A Fund’s investment portfolio is expected to consist primarily of securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses.

Concentration of Investments. A Fund will participate in a limited number of investments and may seek to make several investments in one industry or one industry segment or within a short period of time. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect its aggregate return. Furthermore, to the extent that the capital raised is less than the targeted amount, the Fund may invest in fewer portfolio companies and thus be less diversified. Lack of Sufficient Investment Opportunities. The business of identifying, structuring and completing private equity transactions is highly competitive and involves a high degree of uncertainty. It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, investors will be required to bear Management Fees through a Fund during a Fund’s investment period based on the entire amount of the investor’s Commitments and other expenses as set forth in the Governing Documents. Dynamic Investment Strategy. While the Adviser generally intends to seek attractive returns for a Fund primarily through making private equity investments as described herein, the Adviser is permitted to pursue additional investment strategies and may modify or depart from its initial investment strategy, investment process and investment techniques as it determines appropriate. The General Partner is permitted to pursue investments outside of the industries and sectors in which the Principals have previously made investments or have internal operational experience. Investments in Healthcare Companies. A Fund is permitted to make investments in healthcare companies. While investments in healthcare companies offer the opportunity for significant gains, such investments also involve a high degree of business and financial risk and can result in substantial losses. Healthcare companies often face intense competition, including competition from companies with greater financial resources, more extensive research and development, sales and marketing, customer services and support and other capabilities and a larger number of qualified managerial and technical personnel. Healthcare companies in which the Fund invests could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment, or an economic downturn. Medical breakthroughs can have adverse impacts on healthcare companies that are focused on certain methods of treatment where the breakthrough offers alternative or superior health outcomes to patients. Healthcare Reform. Healthcare reform continues to be a significant factor in the profitability of companies in which the Fund may invest. The efforts to reform the healthcare delivery system in the U.S. and Europe have resulted in increased pressure on healthcare providers and other participants in the healthcare industry to reduce costs. These competitive forces place constraints on the levels of overall pricing, and thus could have a material adverse effect on profit margins for the companies in which the Fund invests. Investments in Telecommunications Sector. A Fund is permitted to make investments in the telecommunications sector. The telecommunications industry is subject to extensive government regulation. The costs of complying with governmental regulations, delays or failure to receive required regulatory approvals or the enactment of new adverse regulatory requirements may affect the business of the telecommunications companies. The telecommunications industry can also be significantly affected by intense competition, including competition with alternative technologies, product compatibility, consumer preferences and research and development of new products. Emerging technologies may render existing network infrastructure obsolete or place it at a material competitive

disadvantage, whether from a cost, quality of service, or other comparative basis. Increased consolidation and concentration amongst key potential enterprise customers, including the hyperscale growth players, could have an adverse effect on the prospects of companies in this sector. Whether new sources of potential bandwidth demand emerge (and if so, at what scale and timeline), including from 5G, internet-of-things (IoT), augmented reality (AR) and virtual reality (VR), smart communities and cities, AI, and autonomous vehicles, in a manner and scale to support increased investment in telecommunications related assets remains uncertain. Damage to or failure of physical network infrastructure could lead to operational disruptions and connectivity issues for critical end-user services, which could result in unforeseen damage claims, expenditures or loss of revenues. Impact of Government Regulation, Reimbursement and Reform. Certain industry segments in which Funds intend to invest, including various segments of the healthcare, financial services, energy and telecommunications industries, are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While Funds intend to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries, including in particular the healthcare, financial services, energy and telecommunications industries, are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a Fund invests. By way of example, the healthcare and financial services industries have been, and will likely continue to be, significantly impacted by recent legislative changes, and various U.S. federal, state or local or non-U.S. legislative proposals related to such industries are introduced from time to time, which, if adopted, could have a significant impact on such industries in general and/or on companies in which a Fund may invest. Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. Dispositions of a Fund’s investments may be subject to contractual, regulatory and other limitations on transfer, or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating the Fund (including the Management Fee payable to the General Partner) may exceed its income, thereby requiring that the difference be paid from the Fund’s capital, including unfunded Commitments. There will be no public market for Fund interests, and none is expected to develop. There are substantial restrictions upon the transferability of Fund interests under the Governing Documents and applicable securities laws. In general, withdrawals of Fund interests are not permitted. In addition, Fund interests are not redeemable. Reliance on the General Partners and Portfolio Company Management. Control over the operation of a Fund will be vested with its General Partner, and the Fund’s future profitability will depend largely upon the business and investment acumen of the Investment Professionals. The loss or reduction of service of one or more of the Investment Professionals could have an adverse effect on a Fund’s ability to realize its investment objectives. In addition, the Investment Professionals currently, and expect in the

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The Adviser provides investment advice solely to its Fund clients, and references throughout this Brochure to “clients” and to the Adviser’s related duties to and practices on behalf of its clients and/or investors should be construed accordingly. The Funds include investment partnerships or other investment entities formed under domestic or foreign laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended. The investors participating in the Funds include high net-worth individuals and their related entities, individuals, banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business entities and often include, directly or indirectly, the Principals or other personnel of the Adviser and members of their families, operating partners or other service providers retained by the Adviser or a Fund, as well as executives of portfolio companies. The relevant General Partner also generally is permitted to establish Funds that are alternative investment vehicles in order to permit one or more investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the Governing Documents of such vehicles and the related Fund. To the extent that the Funds have minimum investment amounts, such amounts are set forth in the relevant Governing Documents. Fund interests generally are offered and sold solely to qualified purchasers.

As described further in Item 5 “Fees and Compensation” the Adviser or an affiliated entity receives a carried interest in certain realized profits of the Funds. The existence of performance- based compensation has the potential to create an incentive for the Adviser to operate the relevant Fund in a riskier, more speculative or other manner that is less favorable to investors than it would otherwise make in the absence of such arrangement, although the Adviser generally considers performance-based compensation to better align its interests with those of its investors, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals.

Neither Newlight nor any of its management persons are registered, or have an application pending to register, as a broker-dealer, a registered representative of a broker-dealer, a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of such entities. As described in Item 4 above, the general partners of each Fund are related persons of the Firm and are subject to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance.

The Adviser has adopted a Code of Ethics and Securities Trading Policy and Procedures (the “Code”), which sets forth standards of conduct that are expected of the Principals and personnel and addresses conflicts that arise from personal trading. The Code requires Adviser personnel to report their personal securities transactions and prohibits Adviser personnel from directly or indirectly acquiring beneficial ownership of securities with limited exceptions, without first obtaining approval from the Chief Compliance Officer. In addition, the Code requires such personnel to comply with procedures designed to prevent the misuse of, or trading upon, material non-public information. A copy of the Code will be provided to any investor or prospective investor upon request to Ruairi Grant, the Adviser's Chief Compliance Officer, at (212) 205-2660. Personal securities transactions by personnel who manage client accounts are required to be conducted in a manner that prioritizes the client's interests in client eligible investments. The Adviser 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, the Adviser 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 the Adviser. Accordingly, should the Adviser or any of its affiliated persons come into possession of material non-public or other confidential information with respect to public and non-public company, the Adviser generally would be prohibited from communicating such information to clients or using such information for clients, and the Adviser 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 the Adviser personnel serving as directors of public companies and may restrict trading on behalf of clients, including a Fund. The Adviser and its affiliates, principals and personnel may carry on investment activities for their own account and for family members, friends or others who do not invest in a Fund, and may give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, any Fund, even though their investment objectives may be the same or similar. The Governing Documents and investment programs of certain Funds may restrict, limit or prohibit, in whole or subject to certain procedural requirements, investments of certain other vehicles

in issuers held by such Funds or may give priority with respect to investments to such Funds. Some of these restrictions could be waived by investors (or their representatives) in such Funds.

Many of the Adviser's investments, including private equity investments, are privatelynegotiated transactions in which the services of a broker-dealer may be retained. In addition, the Adviser may distribute securities to investors in a Fund or sell such securities, including through using a broker-dealer, if a public trading market exists, in connection with these and other investments. To the extent that the Adviser trades public securities on behalf of the Funds, it follows the brokerage practices described below. If the Adviser sells publicly traded securities for a Fund, it is responsible for directing orders to broker-dealers to effect securities transactions for accounts managed by the Adviser. In such event, the Adviser will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute client transactions, the Adviser may consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) responsiveness to requests for trade data and other financial information. The Adviser has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although the Adviser generally seeks competitive commission rates, it may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Consistent with the Adviser seeking to obtain best execution, brokerage commissions on client transactions may be directed to brokers in recognition of research furnished by them. Such research services could include economic research, market strategy research, industry research, company research and research services. As a general matter, research provided by these brokers would be used to service all of the Adviser's Funds. However, each and every research service may not be used for the benefit of each and every Fund managed by the Adviser, and brokerage commissions paid by one Fund may apply towards payment for research services that might not be used in the service of such Fund. Research services may be shared between the Adviser and its affiliates. The Adviser will employ no agreement or formula for the allocation of brokerage business on the basis of research services; however, the Adviser may, in its discretion, cause the Funds to pay such brokers a commission for effecting portfolio transactions in excess of the amount of commission another broker adequately qualified to effect such transactions would have charged for effecting such transactions. This may be done where the Adviser has determined in good faith that such commission is reasonable in relation to the value of brokerage and research services received. In reaching such a determination, the Adviser would not be required to place or attempt to place a specified dollar value on the brokerage or research services provided by such broker. The Adviser will periodically determine which brokers have provided research that has been helpful in the management of Funds. To the extent consistent with the Adviser's goal to obtain best execution for their clients, the Adviser may seek to place a portion of the trades that they direct with

the brokers who are identified through this process. To the extent that the Adviser allocates brokerage business on the basis of research services, it may have an incentive to select or recommend broker-dealers based on the interest in receiving such research or other products or services, rather than based on its Funds' interest in receiving most favorable execution. To the extent the Adviser uses “soft dollars” on behalf of the Funds, it will seek to do so within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. With respect to public securities transactions, orders for purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. To the extent that orders for Funds are completed independently, the Adviser may also purchase or sell the same securities or instruments for several Funds simultaneously. The Adviser is permitted, but not obligated to, purchase or sell securities for several client accounts at approximately the same time. Such orders may be combined or “batched” to facilitate obtaining best execution and/or to reduce brokerage commissions or other costs. Batched transactions are executed in a manner intended to ensure that no participating Fund of the Adviser is favored over any other Fund. When an aggregated order is filled in its entirety, each participating Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. To the extent such orders are not batched, they may have the effect of increasing brokerage commissions or other costs. When an aggregate order is partially filled, the securities purchased or sold will normally be allocated on a pro rata basis to each Fund participating in such buy or sell order in accordance with the amount of securities originally requested for such Funds. Each Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. Exceptions to pro rata allocations may be permissible under the Governing Documents provided they are fair and equitable to Funds over time. In the Adviser's private company securities transactions on behalf of the Funds, the Adviser may retain one or more broker-dealers or investment banks, the costs of which will be borne by the relevant Fund and/or its portfolio companies. In determining to retain such parties, the Adviser may consider a variety of factors, including: (i) capabilities with respect to the type of transaction being contemplated; (ii) commissions or fees charged; (iii) reputation of the firm being considered; and (iv) responsiveness to requests for information. As a result, although the Adviser generally will seek reasonable rates for such services, the market for such services involves more subjective evaluations than public securities brokerage transactions, and the Funds may not pay the lowest commission or fee for such services.

The Adviser and/or its affiliates may provide certain business or consulting services to

companies in a Fund's portfolio 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 Fee 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. See “Fees and Compensation.”

The Adviser and its management persons have not been subject to any material legal or disciplinary events required to be discussed in this Brochure.

The Adviser monitors portfolio investments of the Funds, and the Chief Compliance Officer periodically checks to confirm that each Fund is maintained in accordance with its stated objectives. The Adviser will generally endeavor to cause portfolio companies to provide to its clients (i) annual GAAP audited and quarterly unaudited financial statements, (ii) annual tax information necessary for each limited partner's tax return and (iii) other reports relating to portfolio investments or activities of the Funds, as provided in the relevant Governing Documents.

To the extent the Adviser or its affiliates are deemed to have “custody” (within the meaning of Advisers Act Rule 206(4)-2 (the “Custody Rule”)) of funds or securities held in the name of one or more Funds, subject to certain exceptions set forth in the Custody Rule and related guidance, the relevant entity will comply with Rule 206(4)-2 under the Advisers Act by meeting the conditions of the pooled vehicle annual audit provision.

The Adviser will have discretionary authority to manage investments on behalf of each Fund. As a general policy, the Adviser does not allow clients to place limitations on this authority. Pursuant to the terms of the Governing Documents, however, the Adviser and/or its affiliates may enter into agreements whereby the terms applicable to a Fund may be altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. The Adviser assumes this discretionary authority pursuant to the terms of the Governing Documents and powers of attorney executed on behalf of such Fund.

The Adviser has adopted Proxy Voting Policies and Procedures (the “Proxy Policy”) to address how it will vote proxies, as applicable, for the Fund's portfolio investments. The Proxy Policy seeks to ensure that the Adviser votes proxies (or similar instruments) in the best interest of the Fund, including where there may be material conflicts of interest in voting proxies. The Adviser generally believes its interests are aligned with those of each Fund's investors, and therefore will not seek investor approval or direction when voting proxies. In the event that there is or may be a conflict of interest in voting proxies, the Proxy Policy provides that the Adviser may address the conflict through various alternatives set forth in the Proxy Policy. In addition, the Proxy Policy sets forth certain specific proxy voting guidelines followed by the Adviser when voting proxies on behalf of a Fund. Clients or investors that would like a copy of the Adviser's complete Proxy Policy or information regarding how the Adviser voted proxies for particular portfolio companies may contact Ruairi Grant, the Adviser's Chief Compliance Officer, at (212) 205-2660, and it will be provided at no charge.

The Adviser does not require prepayment of Management Fees six months or more in advance or have any other events requiring disclosure under this item of the Brochure.