Novacap Management Inc.

This Brochure relates to Novacap Management Inc., Novacap Management US Inc., and Novacap Management Financial Services Inc. (collectively, “Novacap” or the “firm”). Novacap provides investment advisory services to privately offered pooled investment vehicles, including employee side funds, co‐investment vehicles and continuation vehicles (each a “Fund” and collectively, the “Funds”). Novacap’s principal office and place of business is in Canada, and the firm exclusively provides investment advisory services to Funds that are domiciled in non‐U.S. jurisdictions. The firm commenced operations in 1981. Novacap is principally owned by its parent company, Novacap Fund Management Inc., which is in turn owned by Novacap’s senior partners. This Brochure includes information about Novacap and its relationships with its clients (i.e., the Funds) and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not constitute an offer to sell or a solicitation of an offer to buy any securities. 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. Accordingly, interests in the Funds are privately offered and sold exclusively to limited partners satisfying the applicable eligibility and suitability requirements for private transactions in the relevant jurisdiction. Persons reviewing this Brochure should not construe this Brochure as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only pursuant to Governing Documents (as defined below) in accordance with laws of the relevant jurisdiction, as applicable. Novacap’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. The Funds are private equity funds and invest through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” Although investments are made predominantly in non‐public companies, investments in public companies are permitted. From time to time the senior partners or other personnel of Novacap or its affiliates will serve on the boards of directors of certain of the portfolio companies in which the Funds invest or will otherwise act to influence control over management of such portfolio companies. The Funds are dedicated to sector focused investment strategies including Technologies (“Tech”), Digital Infrastructure (“DI”), Industries, and Financial Services. Novacap seeks to create value through this sector focused approach and each strategy has investment teams of dedicated or shared personnel focused on value‐added growth buyout investments. Except as otherwise described below, Novacap Management Inc. is the general partner of Funds of the DI, Industries and Tech sectors and Novacap Management Financial Services Inc. is the general partner of Funds of the Financial Services sector (in such capacity, each a “General Partner”). Novacap Management Industries III, L.P. and Novacap Partners, L.P. are general partners of earlier vintages of technology and industries funds advised by Novacap Management Inc. This Brochure also describes the business practices of Novacap, which operates as a single advisory business. Novacap will ultimately have all decision‐making authority on behalf of the Funds, with decision‐ making authority being delegated to Investment Committees. Therefore, all decisions relating to the investments and all portfolio companies will be made by an Investment Committee of Novacap Management Inc. for each Fund (including any parallel funds and side funds) of the Tech, DI, and Industries

sectors and an Investment Committee of Novacap Management Financial Services Inc. for each Fund (including any parallel funds and side funds) of the Financial Services sector. Novacap’s advisory services to the Funds are detailed in the applicable private placement memoranda or other offering documents (each, a “Memorandum”), limited partnership or other governing documents (each, a “Partnership Agreement” and, together with any relevant Memorandum, the “Governing Documents”) and are further described in Item 8 below. Investors in the Funds (generally referred to 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 Partnership Agreement. The Funds or the General Partners generally enter into side letters or other similar agreements (“Side Letters”) with certain investors 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. Additionally, from time to time and as permitted by the relevant Partnership Agreement, Novacap expects to provide (or agree to consider providing on an uncommitted basis) co‐investment opportunities (including the opportunity to participate in co‐investment vehicles) to certain investors, including investors in the Funds, other sponsors, market participants, finders, consultants and other service providers, Novacap’s personnel and/or certain other persons associated with Novacap and/or its affiliates. These co‐investment vehicles are further described in Item 12. As of December 31, 2025, the Registrants managed approximately USD$14,006,271,585 in regulatory assets under management on a discretionary basis. Novacap Management Inc. Novacap Management Inc., a Canadian corporation with its principal office and place of business in Brossard, Quebec (“Novacap Management”), provides investment advisory services to non‐U.S. domiciled Funds whose interests are privately offered to qualified investors. Novacap Management provides focused investment strategies with dedicated Funds and investment teams that invest in the North American Tech, DI, and Industries sectors. The Registrant commenced operations in 1981. Novacap Management Inc.’s clients include Novacap International TMT IV, L.P. and its parallel funds, Novacap International TMT V, L.P. and its parallel funds, Novacap International TMT VI, L.P. and its parallel funds, and Novacap International Technologies VII, L.P. and its parallel funds (collectively, the “Tech Funds”), Novacap International Digital Infrastructure I, L.P. and its parallel funds (the “DI Funds”), Novacap International Industries III, L.P. and its parallel funds, Novacap International Industries IV, L.P. and its parallel funds and Novacap International Industries V, L.P. and its parallel funds (collectively, the “Industries Funds”), as well as a number of employee side funds, co‐investment vehicles and continuation vehicles. Novacap Management US Inc. Novacap Management US Inc., a Delaware corporation with its principal office and place of business in Brossard, Quebec, provides investment advisory services to non‐U.S. domiciled Tech Funds and DI Funds, and related co‐investment vehicles and continuation vehicles, whose interests are privately offered to qualified investors. All of the officers and directors of Novacap Management US Inc. (except for one individual) are based in the Brossard, Quebec office, while employees of Novacap Management US Inc. work from its New York, NY office or from the U.S. One principal of Novacap Management US Inc. is a

voting member of the Investment Committees of Novacap Management Inc. for the Tech Funds and the DI Funds. Novacap Management Financial Services Inc. Novacap Management Financial Services Inc., a Canadian corporation with its principal office and place of business in Brossard, Quebec (“Novacap Financial Services”), provides investment advisory services to non‐U.S. domiciled Funds whose interests are privately offered to qualified investors primarily in the United States and Canada. Novacap Financial Services provides focused investment strategies with Funds and investment teams that invest primarily in the North American Financial Services sector. Novacap Financial Services’ clients include Novacap International Financial Services I, L.P. and its parallel Funds and Novacap International Financial Services II, L.P., and its parallel Funds (collectively, the “FS Funds”), and a number of employee side funds, co‐investment vehicles, and a continuation vehicle.

In general, Novacap receives general partner distributions (i.e., management fees, referred to herein as “GP Distributions”) in connection with advisory services to certain of the Funds and carried interest distributions. Novacap or its affiliates receive additional compensation in connection with management and other services performed for portfolio companies of Funds and such additional compensation will generally offset the GP Distributions otherwise payable to Novacap. In addition, in certain circumstances Novacap will receive compensation for management and other services performed in connection with co‐investments made in portfolio companies of the Funds. Investors in a Fund also bear certain expenses. A detailed description of each Fund’s fees and expenses is set forth in the Governing Documents of each Fund. As the fees and expenses incurred by each Fund vary, prospective and current investors should review the fees and expenses listed in the applicable Fund’s Governing Documents for a description of all relevant fees and expenses to be paid by a Fund. Management Fees During the life of the Funds, Funds generally make GP Distributions to Novacap Management Inc. in the case of Funds of the DI, Industries and Tech sector and to Novacap Management Financial Services Inc. in the case of Funds of the Financial Services sector. The GP Distributions are established by the Governing Documents and are calculated based on a percentage of committed capital during the commitment period and net invested capital thereafter. The GP Distributions are paid quarterly in advance, except that the first installment is typically due on the effective date of the relevant Fund as detailed in the Governing Documents. Novacap has in the past and anticipates that in the future it will reduce or waive the GP Distributions for certain limited partners, including employees of Novacap and their affiliates, and Novacap has in the past and anticipates that in the future it will elect not to charge any, or charge under different mechanics, GP Distributions in employee side funds and some co‐investment vehicles. Registrant Novacap Management Inc.

Novacap Management US Inc.1 Novacap Management Financial Services Inc.

Funds

Annual Fee Range

Tech, DI, Industries

For Tech and Industries: 2.0% For DI: 1.5% to 1.75%

Tech, DI

For Tech: 2.0% For DI: 1.5% to 1.75%

Financial Services

1.8% to 2.0%

The above chart reflects the GP Distribution rates charged to more recently launched Funds. Certain earlier vintage Funds did not incur management fees or GP Distributions, and other earlier vintage Funds charged such fees based on committed capital during the commitment period and net invested capital thereafter. Other Compensation GP Distributions are reduced by certain compensation received by Novacap in accordance with a Fund’s Governing Documents, such as monitoring fees, advisory fees, directors’ fees, break‐up fees and other

As described above, Novacap Management US Inc. employs a member of the Investment Committee for the Tech Funds and DI Funds, the adviser of which is Novacap Management Inc.

similar fees from portfolio companies in respect of a Fund’s investments therein (“Transaction Fees”). The specific calculation methodology and more detailed descriptions of the types of expenses and income subject to fee offsets is described in the Governing Documents. Transaction Fees will not include (i) any fees, expense reimbursements or benefits received by Operating Partners or Senior Advisors (each as defined in Item 10) who serve as directors or provide services to or in respect of portfolio companies at the request of Novacap, (ii) any fees, expense reimbursements or benefits received directly or indirectly from a portfolio company, potential portfolio company or other person, in respect of any investment or portion thereof made by any other investor or potential investor (including in each case any co‐investment vehicle or co‐investor), other than a Fund (regardless of whether directly or through an investment fund or account managed by Novacap), in such portfolio company, potential portfolio company or other person, or the capital provided or proposed to be provided thereby, or (iii) stock options or other compensation granted or paid by portfolio companies in respect of any former partners or employees of Novacap who serve in bona fide non‐director capacity (irrespective of whether or not such persons also serve as directors) at such portfolio company. Carried Interest Affiliates of Novacap are generally entitled to receive carried interest with respect to the Funds of 20% of all realized profits after an 8% preferred return, but subject to a 100% catch‐up, subject to the terms of each Fund’s Governing Documents. However, Novacap has in the past and anticipates that it will in the future reduce or waive carried interest for certain limited partners, including employees of Novacap and their affiliates. Novacap has in the past and anticipates that it will in the future elect not to charge any carried interest in employee side funds and some co‐investment vehicles and, with respect to certain Funds that are structured as continuation vehicles, may increase the preferred return to be achieved before being entitled to receive 20% of such Funds’ realized profits. A description of carried interest is included in Item 6. Fund Expenses As disclosed in the Governing Documents, the Funds incur all expenses related to their operations. These expenses are substantial and will reduce the returns realized by investors on their investment in the Funds (and will reduce the amount of capital available to be deployed by the Funds in investments). The below expenses may not be applicable to all of the Funds. To the extent permitted and disclosed under the applicable Governing Documents, each Fund generally bears the following types of expenses:

organizational expenses incurred by the Funds, the General Partner, or Novacap in connection with the start‐up or organization of a Fund including all printing, legal, accounting, travel, marketing, virtual data room and other fees;

operating expenses of the Fund including all fees and expenses of professional and similar services such as legal, accounting, consulting, appraisal, marketing, audit, investment banking, brokerage, reporting, valuation, financing, tax preparation, research, risk management, due diligence, administrator services, expert networks, information technology (including acquiring, developing, implementing or maintaining any virtual data room, software, hardware, or other technological system or database), news quotation or other research or information database subscriptions, all fees and expenses of maintaining the Fund’s books and records, and all filing and similar fees paid on behalf of the Fund;

fees, costs and expenses relating to research including expert consultants, research reports, subscriptions to any periodicals, databases and/or research services, research calls and meetings, research or industry conferences and dues or membership fees, developing, licensing, implementing, maintaining or upgrading any web portal, website, extranet tools, computer software or other administrative or reporting tools and compliance with and reporting on any environmental, social and governance (ESG) or other investment considerations and policies;

all fees, compensation and other expenses associated with companies and individuals retained by the Funds to provide operational support, due diligence, research, specialized operations or consulting or similar or related services to, or in connection with, the Fund or one or more portfolio companies or prospective portfolio companies in relation to the identification, acquisition, holding, improvement and disposition of such portfolio companies or prospective portfolio companies, including with respect to transactions that are not consummated;

fees and expenses, including travel fees and expenses incurred by the General Partner or Novacap related to research, discovery, sourcing, investigation, diligence, negotiating, structuring, hedging, making, holding, developing, operating, managing, monitoring, restructuring, refinancing, or disposing of investments, including, without limitation, with respect to transactions that are not consummated. Travel fees and expenses include, without limitation, related accommodation, dining, entertainment fees and expenses, and first class and/or business class commercial airfare, whether actually incurred or incurred as the deemed cost of using or chartering private aircraft or other private air travel (including the use of a private aircraft owned or partially owned by Novacap, any of its affiliate or any of their respective owners); provided, that the Funds will only pay the equivalent of a first‐class commercial ticket with respect to each employee, director and partner of the General Partner and Novacap and other passengers (e.g. external lawyers, consultants, service providers of Novacap) using such private aircraft;

fees and expenses relating to compliance with tax, securities laws or other legal or regulatory requirements applicable to the Fund (including without limitation registration or other compliance obligations related to, or arising as a result of, the offering and sale of interests in the Fund in any jurisdiction);

all fees, costs and expenses relating to the validation or other confirmation of any payments or investors including pursuant to or otherwise in connection with any anti‐money laundering laws, rules or regulations;

all costs and expenses related to any continuation fund or other similar transactions;

all fees and expenses related to the organization, establishment, maintenance and administration of any alternative investment vehicles or any intermediary or special purpose entity used to acquire, hold or dispose of an investment or to otherwise facilitate the Fund’s investment activities, insurance, custody, depositary, transfer, registration and similar fees and expenses incurred by the Fund;

insurance premiums and other fees and expenses relating to any director and officer liability, general partner liability, errors or omissions, or other insurance (such as cybersecurity insurance);

brokerage and finders’ fees and commissions and discounts incurred in connection with the purchase or sale of securities – please see Item 12 for a discussion regarding brokerage practices;

fees and expenses, including interest, in connection with any borrowing or guarantees by the Fund, including financing fees and other fees and expenses in connection with establishing a credit facility or arising from any letter of credit;

fees, costs and expenses payable in connection with any hedging transactions entered into by a Fund;

expenses of a Fund’s Limited Partner Advisory Committee (“LPAC”), including set‐up costs, speaker fees, honorarium and travel expenses in connection with meetings of the LPAC and expenses of counsel to the LPAC;

extraordinary expenses, such as threatened or actual litigation and the enforcement of litigation, indemnification costs, expenses, judgments and settlements;

taxes and other governmental charges, fees and duties, along with all related filing fees and tax consulting fees, fees relating to tax audits or investigations, and any related interest and penalties;

any activities with respect to protecting the confidential or non‐public nature of any information or data of a Fund, including confidential information (including any costs incurred in connection with the EU and UK Data Protection Law, the California Consumer Privacy Act or FOIA);

fees and expenses incurred in connection with meetings of one or more Limited Partners or the advisory board and related activities, including, without limitation, travel fees and expenses incurred by Novacap or the General Partner in connection with such meetings and activities, fees and expenses incurred in providing reports and notices to Limited Partners (including software expenses for such reporting, communication, and capital calls), and fees and expenses associated with making capital calls from and distributions to Limited Partners;

all costs and expenses related to any conference, meeting or webcast or other video conference with any Limited Partner(s) and/or General Partner, including any costs associated with venue, dining, entertainment, speakers and other meeting or conference‐related costs and any other activities incidental to a Fund’s global investor base;

fees and expenses for attendance of any member, manager, shareholder, partner, director, officer, employee or affiliate of the General Partner or any of their respective affiliates at any trade conference, including any applicable registration costs and exhibition, sponsorship or other presentation costs;

unreimbursed costs incurred in connection with any transfer or proposed transfer by a Limited Partner or any Limited Partner’s name change, internal restructuring or change in trust, registered agent or custodian;

defaults by Limited Partners in the payment of any capital contributions, including all fees, costs, and expenses relating to enforcing the payment of all or part of any capital contribution;

all fees and expenses in connection with the dissolution, liquidation, and termination of a Fund;

broken deal expenses in connection with unconsummated transactions;

all costs and expenses related to compliance with “most favoured nation” provisions in side letters; and

other fees, costs and expenses which in the opinion of the General Partner are necessary to conduct the business and affairs of the Fund, including fees, costs and expenses related to the annual general meeting, and any other costs and expenses approved by a Fund’s advisory board.

Read the rest in the brochure

General Novacap is a middle‐market private equity investment firm focused on leveraged buyouts in the Tech, DI, Industries and Financial Services sectors. Novacap’s investment advisory services consist of identifying and evaluating investment opportunities, negotiating investments, managing and monitoring investments and achieving dispositions for investments. Investments are predominantly of nonpublic companies, although investments in public companies are permitted. Novacap’s investment strategy for the Funds is principally to make privately negotiated investments in middle‐market or lower middle‐market companies within the Tech, DI, Industries and Financial Services sectors. Novacap focuses on the sectors and sub‐sectors it believes have attractive long‐term fundamentals. Among other considerations, Novacap pursues opportunities where it believes it has a competitive advantage based on previous experience, industry relationships or in‐depth knowledge of the sector and sub‐sector. Additionally, the Funds seek to enhance the post‐acquisition operating performance of their investments through the involvement and oversight of investment deal teams and Novacap’s operations team. Novacap seeks to serve as the lead and control investor in the Funds’ transactions and focus primarily on opportunities in North America, though portfolio company operations exist in other regions. Once an investment opportunity has been identified, Novacap seeks to improve the performance of the acquired company by, among other things: (i) developing short‐ and long‐term value creation plans (“Value Creation Plans”), (ii) working to increase the effectiveness and engagement level of the company’s board of directors, (iii) assessing, developing and possibly adding to the company’s senior executives, and (iv) creating a customized support structure including performance tracking and reporting standards as well as access to Novacap and external resources. Novacap stays actively involved with portfolio companies until exit. Key performance indicators and financial statements are generally reviewed at least monthly. The Value Creation Plan is adjusted and refined. Board meetings usually take place quarterly for performance reviews, including review of financial results and business plans. Investment teams will also present regular updates on portfolio company performance, operational initiatives, and strategic plans to the Investment Committees. Novacap devotes substantial efforts to keep its portfolio companies well‐positioned as targets for buyers, whether strategic suitors or private equity firms, and may also consider public listings. For some assets, Novacap may consider utilizing continuation vehicles as appropriate. The descriptions in this Brochure of Novacap’s advisory services and the investment strategies pursued and the investments made by Novacap on behalf of its clients should not be understood to limit in any way Novacap’s investment activities. Novacap has in the past and may in the future offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that it considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies Novacap pursues are speculative and entail substantial risks. There can be no assurance that Novacap will achieve the investment objectives of any Fund and a loss of investment is possible.

Investment Criteria and Selection Process The investment criteria framework below is provided for informational purposes only and does not represent a comprehensive list of potential investment factors and considerations. The Investment Committee will assess the general suitability of investment opportunities based on a variety of criteria, including but not limited to: management team, proven business model, differentiation, capex intensity, market opportunity, structure protection, capital requirement, location, valuation and exit strategy. The following describes the general framework for our investment analysis approach. However, specific steps for each transaction will differ. Investors should review a Fund’s Governing Documents for detailed information regarding the Fund’s investment analysis approach. Four Phase Investment Analysis Approach Deal Sourcing and Filtering The Fund’s investment teams screen for attractive investment opportunities by proactively reaching out to owners and entrepreneurs, seeking to leverage Novacap’s network of relationships, engaging with intermediaries and developing network with investment community. Novacap uses several technology tools to identify, screen and track relevant targets as well as track direct calling efforts and intermediated processes. In addition, the Fund’s investment teams and Novacap’s Business Development function proactively cover what Novacap believes to be the most relevant investment banks and advisors who can provide actionable intelligence on companies that are coming to market or provide early looks/fireside chats to companies they will be bringing to market. Intermediary data points may be supplemented by Novacap’s own assessment once an actionable opportunity is identified. This process helps to enable filtering of a large pipeline of opportunities. The typical criteria in this filtering process includes:

Profitable, lower middle‐market or middle‐market company in North America;

Ability to be the control investor; and

Management and/or current key shareholders have a willingness to roll over a portion of their proceeds as part of the contemplated transaction.

Deal Teaser and Indication of Interest All new investment opportunities are first presented to an internal committee, where an initial assessment is conducted to ensure alignment with a Fund’s investment strategy and key criteria, such as subsector focus, profitability, initial equity check size, ownership type, geography, and risk profile. If the opportunity meets the committee’s criteria, a deal team is formed to prepare a condensed presentation, known as a “Deal Teaser.” The Deal Teaser typically includes an overview of the business, its growth prospects, competitive landscape, general industry trends, a preliminary investment thesis, potential risks and considerations, proposed valuation and offer terms, and may include an investment return analysis. The Deal Teaser is presented to the Fund’s Investment Committee for review, discussion, and debate. Upon approval, additional due diligence considerations and value creation opportunities are identified, and the deal team typically submits a non‐binding Indication of Interest (“IOI”). In some cases, a deal may proceed directly to the Letter of Intent (“LOI”) stage if an IOI is not required.

Due Diligence and Letter of Intent Once the IOI is accepted, the deal team initiates a more in‐depth due diligence process, which includes reviewing information provided in a virtual data room, building a detailed financial model, and holding multiple meetings with management and key employees to develop a better understanding of the business. Weekly team meetings and the Fund’s Investment Committee discussions ensure that the deal’s progress and due diligence findings are continuously reviewed. This phase also involves discussions with the company’s management to align on strategic vision and confirm mutual alignment. Findings from due diligence are used to refine transaction assumptions and develop a preliminary Value Creation Plan (“VCP”), which outlines the opportunities for growth and operational improvement. The deal team will provide regular updates on due diligence progress during weekly meetings and submits a “Deal Alert” presentation to the Fund’s Investment Committee prior to submitting a LOI. The Deal Alert covers due diligence findings, returns analysis, transaction structure, and a proposed offer. The Fund’s Investment Committee will then decide whether to submit a LOI. The investment teams are supported by Novacap’s Operation Services team, including:

Legal Affairs: overseeing legal due diligence and transaction documentation.

Transaction Services: overseeing structuring, financial, quality of earnings, and tax due diligence.

Capital Markets: working with external sources to obtain and optimize third‐party financing.

Market & Business Intelligence: market and commercial due diligence research.

IT, Software and Cybersecurity: supporting all aspects of IT and cybersecurity due diligence.

Operations: assessing sales, finance, and HR functions.

Finalizing the Transaction Further to the execution of a LOI, the deal team finalizes its confirmatory due diligence. Due diligence findings are regularly presented to the Fund’s Investment Committee, and once due diligence is complete, a formal recommendation including an extensive due diligence report is presented to the Fund’s Investment Committee, often in addition to a presentation from the management team. Once Novacap believes there is a high probability of signing definitive agreements, the deal team will convene a Limited Partner Advisory Board meeting to provide an overview of the investment and solicit feedback. The Fund will then finalize and execute legal agreements. Risks of Investment The task of identifying investment opportunities and managing such investments is difficult. There can be no assurance that Novacap will be able to choose, and the Funds will be able to make and/or realize, any particular investment or that the Funds will be able to generate returns for their investors. Investments in the Funds involves a high degree of risk and the Funds are suitable only for investors of substantial means who have no immediate need for liquidity of the amount invested and who can afford a risk of loss

of all or a substantial part of such investment. The purchase of interests involves a number of significant risks relating to investments in limited partnerships generally and relating to the structure and investment objectives of the applicable Fund in particular. There is no assurance that the applicable Fund’s investment objective can be achieved. In addition, there can be no assurance that any investor will receive any distribution from the Funds. Further, all decisions with respect to the Funds will be taken by the General Partner. Investors will have no right to make any decisions with respect to the selection or management of any investment, or any other business decision regarding the Funds. The General Partner will utilize investment professionals and other personnel who are not guaranteed to remain with the General Partner. The risk factors contained below include an overview of the material risks related to Novacap’s investment strategies and do not purport to be a complete list or explanation of the risks involved in an investment in the Funds. These risk factors include only those risks that Novacap believes to be material, significant or unusual and that relate to particular, significant investment strategies or methods of analysis employed by Novacap. While all clients and investors are encouraged to review the disclosures in this item, not all risk factors or portions thereof may be applicable to a particular client’s investment strategy, particularly as it relates to an investment in a co‐investment vehicle. To understand all relevant risks and potential conflicts of interest, investors should carefully review the Governing Documents for each Fund prior to making an investment. World Events and Economic Conditions Portfolio companies in which Novacap invests are sensitive to adverse changes in the overall economy or in their specific industries. The extent of any epidemic or pandemic (such as the COVID‐19 pandemic), and the duration and intensity of any resulting business disruption and related financial and social impact, is uncertain, and such adverse effects may be material. The operations and business results of portfolio companies could be materially adversely affected by these events. The extent to which any pandemic or epidemic impacts business activity or investment results will depend on future developments, which are highly uncertain and cannot be predicted. In addition, terrorist attacks, geopolitical uncertainty, threat of war, ongoing or escalating military conflicts (such as the Russia‐Ukraine conflict and hostilities in the Middle East, including the Israel‐Hamas conflict and the Iran conflict), regional instability, evolving sanctions regimes and trade restrictions, and recessionary or inflationary conditions could affect the businesses of certain of the portfolio companies in which Novacap invests. Disruptions to global supply chains, shipping routes or energy markets, including potential increases in oil and other energy prices, as well as heightened cyber threats associated with geopolitical tensions, may adversely affect portfolio companies. The severity and duration of certain world events, including military conflicts and related sanctions or regulatory responses, and their future impact on global economic and market conditions are impossible to predict, and as a result, present material uncertainty and risk with respect to the Funds and the performance of their investments and operations, and the ability of Novacap to achieve its investment objectives. These circumstances have created, and may continue to create, uncertainties and volatility in the financial markets that could adversely affect the ability of the Funds to realize investments and the values that are realized. Further, certain economic factors specific to a portfolio company may have an adverse effect on Novacap.

Read the rest in the brochure

The Funds include investment partnerships or other investment entities formed under non‐U.S. laws. The Funds are exempt from the definition of “investment company” as defined under the Investment Company Act of 1940, as amended. The investors participating in the Funds include individuals, banks or financial 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 include, directly or indirectly, principals or other employees of Novacap and its affiliates and members of their families, consultants, or other service providers retained by Novacap, as well as executives of portfolio companies.

As described under Item 5, Novacap Management and Novacap Financial Services and/or certain of their respective affiliates receive a carried interest allocation on certain realized profits in the Funds. Novacap exclusively advises Funds that are subject to a carried interest (other than employee side Funds and certain co‐investment vehicles) and as a result, Novacap generally does not face the conflicts of interest that arise when an adviser accepts performance‐based fees from some clients, but not from other clients. The existence of performance‐based compensation creates an incentive for a Fund’s General Partner to make more speculative investments on behalf of such Fund than it would otherwise make in the absence of such arrangement, although Novacap generally considers performance‐based compensation to better align its interests with those of its investors. Such performance‐based compensation also creates an incentive to favor higher fee‐paying accounts over other accounts in the allocation of investment opportunities. However, Novacap has policies and procedures in place to allocate investments to clients on a fair and equitable basis, taking into account a variety of factors, and to prevent this conflict from influencing the allocation of investment opportunities among clients. Please see Item 11 for more information regarding investment allocations.

As described in Item 4, Novacap Management Inc., Novacap Management US Inc., and Novacap Management Financial Services Inc. are related persons, all of which share certain personnel and operate under the same compliance program. Each entity is principally owned and, directly or indirectly, controlled by Novacap Fund Management Inc. The Registrants are also, or are affiliated with, the General Partners, which are investment advisers under the Advisers Act. The General Partners serve as general partners to the Funds and generally share with the Registrants common owners, officers, partners, employees, consultants or persons occupying similar positions. Various potential and actual conflicts of interest may arise from the overall investment activities of Novacap, including the Funds. In the event of a conflict of interest that is not otherwise addressed by a Fund’s Partnership Agreement, Novacap will be guided by its fiduciary responsibilities, compliance policies and procedures, and good faith judgment as to the best interests of a Fund and may, pursuant to the Partnership Agreement, seek guidance from the applicable Fund’s advisory board. Novacap and its management persons are not registered as broker‐dealers and do not have any application pending to register with the SEC as a broker‐dealer or registered representative of a broker‐ dealer. Novacap and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Novacap does not recommend or select other investment advisers for its clients. Novacap Services Inc. Novacap Services Inc., a related person of the Registrants, provides services to various portfolio companies owned by Funds advised by Novacap, which services may include: (i) general management services; (ii) financial monitoring and analysis; (iii) financing arrangement and management service; (iv) tax compliance and planning; (v) strategic planning; (vi) government relations; (vii) financial reporting; (viii) accounting policies; (ix) human resources support; (x) operational support; or (xi) interim management. Novacap receives compensation from portfolio companies in connection with such services. As described in the relevant Partnership Agreement, this compensation in many cases will offset a portion of the GP Distributions paid by the relevant Fund(s). However, in other cases (e.g., reimbursements for out of pocket expenses directly related to a portfolio company), these fees will not offset GP Distributions. Please see Item 5 for further information about fees and expenses. Other Benefits Novacap and its personnel receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Funds, which will not be subject to GP Distribution offset or otherwise shared with the Fund, limited partners and/or portfolio companies. For example, airline travel or hotel stays incurred result in “miles” or “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Novacap and/or such personnel (and not the Fund, limited partners and/or portfolio companies), even though the cost of the underlying service is borne by the Fund and/or portfolio companies. Similarly, the Registrants and General Partners (and their affiliates and their personnel and related parties, and third parties designated by the foregoing), receive discounts on products and services provided by some portfolio companies and

such discounts have in the past and may in the future not be offered to the Funds’ limited partners or the general public. Operating Partners and Senior Advisors Novacap or portfolio companies may from time to time retain certain operating partners with industry, executive management and functional expertise and experience (“Operating Partners”) or appoint certain business leaders to serve as senior advisors (the “Senior Advisors”) to provide strategic and other advisory services to Novacap, the Funds and/or portfolio companies. The Operating Partners and Senior Advisors have no authority to make investment decisions of any kind for Novacap but rather are intended as an additional resource for Novacap, the Funds and/or portfolio companies. The fees and expenses of an Operating Partner and Senior Advisor may be paid by the General Partner or its affiliates and charged to the applicable Fund, a parallel fund, and/or the applicable portfolio company based on their specific work scope, or such fees and expenses may be paid directly by a Fund, parallel fund, and/or one or more portfolio companies. Compensation to an Operating Partner or Senior Advisor may in the future also include an equity or other interest in a portfolio company or other incentive‐based compensation, and will otherwise be determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of the Operating Partner or Senior Advisor, a percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, amounts charged by other providers for comparable services and/or a percentage of cash flows from such companies. In the event one or more Operating Partners or Senior Advisors (directly or indirectly) is providing services with respect to several Funds, subject to the Governing Documents, the fees and expenses of such Operating Partners or Senior Advisors generally will be allocated among the Funds in a fair and equitable manner. If any such fees and expenses are payable by a Fund or a portfolio company, the fees and expenses will not reduce any management fees, GP Distributions or other compensation otherwise payable to Novacap or its affiliates. Industry Relationships Novacap and/or its personnel maintain relationships with (or invest in) financial institutions, service providers and other market participants, including but not limited to managers of private funds, banks, brokers, advisors, consultants, finders (including executive finders and portfolio company finders), executives, attorneys, accountants, institutional investors, family offices, lenders, current and former employees, and current and former portfolio company executives, as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor) in the Funds, engage in transactions with the Funds and/or provide services (including services at reduced rates) to Novacap and/or the Funds or other investment vehicles Novacap advises. In other circumstances, these vendors are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal investments in or through Novacap entities) to Novacap personnel and their estate planning vehicles. Novacap has a conflict of interest with certain Funds in recommending the retention or continuation of a third‐party service provider to such Fund or a portfolio company if such recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in one or more Funds, will provide Novacap information about markets and industries in which Novacap operates (or is contemplating operations) or will provide other services that are beneficial to Novacap or its personnel. Novacap could have a conflict of interest in making such recommendations in that Novacap has an incentive to maintain goodwill between it and the existing and prospective portfolio companies for a Fund, while the products or services recommended are not necessarily the best available to the portfolio companies held by a Fund.

In connection with a commitment by a strategic investor to a Fund and possible commitments in future Funds, Novacap entered into a collaboration agreement with the investor pursuant to which, among other things, Novacap will use commercially reasonable efforts to collaborate with the investor to allow the investor to (i) have access to opportunities to co‐invest and/or co‐lend with Funds in certain Canadian companies, (ii) obtain access to and leverage portfolio companies to deliver the investor’s products and solutions to support the portfolio companies and (iii) receive referrals from Novacap of certain companies that have been screened and assessed by Novacap but which do not receive a Novacap investment. In addition, Novacap agreed to use commercially reasonable efforts, subject to its duties as General Partner, to cause certain Funds to invest at least an amount equal to the investor’s investment amount in such Fund in Canadian companies that meet certain defined criteria. Considering the terms of the agreement and that the agreement may lead to additional investments by the investor in other Funds and future Funds, Novacap may have an incentive to cause a Fund to make investments in certain portfolio companies or other investments that would otherwise benefit from the investor’s products and solutions in preference over other investments.

Novacap has adopted a Code of Ethics (the “Code”), which sets forth standards of conduct that are expected of Novacap employees and addresses conflicts that arise from personal trading. The Code is based on the principle that Novacap owes a fiduciary duty to the Funds for which Novacap (or a related person) serves as a General Partner. The Code establishes that Novacap’s employees must (i) place the interest of the Funds above any personal interests and the interests of Novacap, (ii) seek to identify conflicts of interest and observe established resolution procedures, (iii) avoid misleading or inaccurate statements that may be attributed to Novacap, (iv) conduct personal securities transactions in full compliance with the Code of Ethics, (v) not take inappropriate advantage of his or her position with Novacap, and (vi) comply with applicable federal securities laws and regulations. Employees are required to provide a written acknowledgement of their receipt of the Code of Ethics and any amendments. A copy of the Code will be provided to any investor or prospective investor upon request to Novacap at the email address provided on the cover of this Brochure. Personal Trading The Code places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to Novacap on a periodic basis, and requires that employees pre‐clear certain types of personal securities transactions. Generally, employees invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or fall within the investment guidelines of the Funds. Novacap believes that the significant investment of its investment professionals in each Fund, as well as the principals’ and investment professionals’ right to receive carried interest from the Funds, operate to align, to some extent, the interest of its investment professionals with the interest of the limited partners. Nonetheless, Novacap’s investment professionals have economic interests in multiple Funds, including investments in, and rights to receive management fees and carried interests from such Funds. The varied economic interests of Novacap’s investment professionals presents a conflict of interest insofar as they have an economic incentive to favor the interests of one or more Funds over others. Furthermore, Novacap principals have in the past and may in the future manage several other investments similar to those in which the Funds will be investing and direct certain relevant investment opportunities to those investments. In addition, from time to time, an employee may invest in an opportunity that was initially considered for investment by the Funds but not consummated. All such investments are subject to pre‐clearance and are reviewed for potential conflicts of interest and will only be consummated after Novacap has refused the opportunity or has confirmed its investment level and that the employee investment is intended to have no impact on a Fund’s planned allocation level. Furthermore, employees give advice or take action for their own accounts that differs from, conflicts with or is adverse to advice given or action taken for Funds. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Funds. Conflicts also arise due to the fact that employees have investments in some Funds but not in others or have different levels of investments in the various Funds.

Novacap has established policies and procedures to monitor and resolve these conflicts, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that arise as a result of personal trades in the same or similar securities made at or about the same time as Funds trades. Employee Side Funds Novacap employees are not permitted to co‐invest directly in portfolio companies, but are permitted to invest in portfolio companies through certain parallel investment vehicles (the “Employee Side Funds”) formed by Novacap that may accept commitments from employees, consultants and advisors of Novacap and its affiliates, typically for an aggregate amount not exceeding 5% of the aggregate commitments of the relevant Fund. Employee Side Funds will invest in all portfolio companies on a pro rata basis with the relevant Fund based on their respective available capital. Economic terms of the Employee Side Funds differ from those of the other Funds. The Employee Side Funds generally are contractually required, as a condition of investment, to purchase and exit their investments in each investment opportunity at substantially the same time, and on substantially the same terms, as the other participating Funds. Novacap believes that employee participation in Employee Side Funds can help align employee interests with those of the Funds, encourage prudence and diligence during the investment process, and demonstrate confidence in Novacap’s investment processes. However, Employee Side Funds present conflicts of interest. As noted in Item 4, Novacap has in the past and may in the future elect not to charge any, or charge a reduced, GP distribution or carried interest in Employee Side Funds. Co‐Investment Opportunities Co‐investment vehicles typically invest in one or more of the same portfolio companies as a Fund. Co‐investment opportunities may be presented to certain of the Funds’ limited partners, certain affiliates of Novacap as well as third party investors and other persons, as described further below. Novacap will 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 will include among other things, 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 an investor will 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. As noted above, Novacap reserves the right to offer co‐investment opportunities to one or more potential co‐investors, including Operating Partners, vendors, service providers and/or other third parties, as determined by the Funds’ Governing Documents, side letters and Novacap’s allocation procedures. Novacap will grant certain third‐party investors the opportunity to evaluate specified amounts of prospective co‐investments in Fund portfolio companies. Although a prospective co‐investor’s willingness to invest in future Funds will be considered by Novacap, it will not be the sole determining factor considered by Novacap in identifying co‐investors. Decisions regarding whether and to whom to offer co‐investment opportunities will, in certain cases, be made by Novacap or its related persons in consultation with other participants in the relevant transactions, such as a co‐sponsor. Co‐investment opportunities typically will be offered to some and not

to other Novacap investors and the consideration of the factors set forth above will result in certain investors receiving multiple opportunities to co‐invest while others expressing interest in co‐investments will receive none. Allowing any co‐investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Fund, and because co‐invest opportunities generally appeal to Fund investors and third parties, Novacap expects to be subject to potential conflicts of interest in determining the amount of an investment opportunity that should be allocated to the relevant Fund, including conflicts relating to the potential impact on GP Distributions, carried interest or other economics. When and to the extent that employees and related persons of Novacap and its affiliates make capital investments in certain Funds, Novacap and its affiliates are subject to conflicting interests in connection with these investments. There can be no assurance that any Fund’s return from a transaction would be equal to and not less than another Fund participating in the same transaction or that it would be as favorable as it would have been had such conflict not existed. Novacap’s allocation of co‐investment opportunities among the persons and in the manner discussed herein often will not result in proportional allocations among such persons, and such allocations are likely to be more or less advantageous to some such persons relative to others. While Novacap will allocate investment opportunities in a manner that it believes in good faith is fair and equitable to its Funds under the circumstances over time and considering relevant factors, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the conflicts of interest to which Novacap is subject, discussed herein, did not exist. Novacap has entered into arrangements with certain Limited Partners regarding co‐investments. In connection with a commitment by a Limited Partner to a Fund, Novacap accepted a commitment by such Limited Partner to a new limited partnership (the “Co‐Investment Sidecar”) formed to participate in co‐ investment opportunities that Novacap elects to allocate from time to time in its sole discretion to the Co‐Investment Sidecar. In addition, in consideration of a commitment by a Limited Partner to a Fund and possible investments by such Limited Partner in funds established in the future by Novacap and its affiliates, Novacap entered into a “Co‐Investment Commitment Term Sheet” with such Limited Partner pursuant to which Novacap merely acknowledged that the Limited Partner is interested in certain investment opportunities to co‐invest alongside the Fund in a manner that does not provide the Limited Partner with any right or guaranteed allocation to participate in such investment opportunities. Novacap receives and has received fees and/or allocations from co‐investors, which have in the past and may in the future differ as among co‐investors and from the fees and/or allocations borne by investors in a Fund. Other terms and rights applicable to such co‐investors (including without limitation, withdrawal rights, information rights and the terms related to the particular structure of any co‐investment vehicle) have in the past and may in the future differ from the terms and rights applicable to investors in a Fund as well as among co‐investors. Internal Cross Trades Novacap reserves the right from time to time to cause a Fund to enter into a transaction whereby such Fund purchases securities from, or sells securities to, other Funds managed by Novacap, or co‐investors or co‐investment vehicles (each a “Cross Trade”). Cross Trades typically arise in the context of re‐balancing an investment among parallel investing entities or in contexts where a portfolio company owned by one Fund is acquired by another Fund. Cross Trades raise potential conflicts of interest, including where the investment of one Fund supports the value of portfolio companies owned by another Fund. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable

Read the rest in the brochure

Novacap focuses on making investments in securities of private companies and generally purchases and sells such securities through privately negotiated transactions in which the services of a broker‐dealer are retained. However, Novacap may also distribute securities to investors in a Fund or sell such securities, including through a broker‐dealer, if a public trading market exists. Although Novacap does not intend to regularly engage in public securities transactions, if it does so, it follows the brokerage practices described below. If Novacap sells publicly traded securities for a Fund, it is responsible for directing orders to broker‐dealers to effect securities transactions for accounts managed by Novacap. In such event, Novacap will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute Fund transactions, Novacap considers a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation and responsiveness to requests for trade data and other financial information of the firm being considered; and (iv) ability to maintain and safeguard confidentiality with respect to its communications with Novacap. Novacap has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular Fund 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 Fund transactions to the extent consistent with the interests of such Funds. Although Novacap generally seeks competitive commission rates, in certain cases it will not necessarily pay the lowest commission or commission equivalent. Transactions have in the past and may in the future 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. Soft Dollars It is Novacap’s policy not to enter into soft dollar arrangements or to accept soft dollars or commission credits for Fund transactions. To the extent that Novacap determines to engage in soft dollar arrangements, it will do so only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended, and subject to prevailing guidance provided by the SEC and SEC staff regarding Section 28(e). Brokerage for Client Referrals Neither Novacap nor any related person receives client referrals from any broker‐dealer or third party. Directed Brokerage Novacap does not recommend, request or require that a Fund direct Novacap to execute transactions through a specified broker‐dealer. Order Aggregation Novacap does not anticipate engaging in significant transactions of public securities; however, if Novacap engages in any such 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, Novacap has in the past and may in the future also purchase or sell the same

securities or instruments for several Funds simultaneously. From time to time, Novacap is permitted to, but is not obligated to, purchase or sell securities for several Fund accounts at approximately the same time. Such orders have in the past and may in the future 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 Novacap 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, brokerage commissions or other costs will likely increase. 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 are permissible provided they are fair and equitable to Funds over time. In Novacap’s private company securities transactions on behalf of the Funds, Novacap generally will 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, Novacap will 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 Novacap 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 have in the past and may in the future not pay the lowest commission or fee for such services. Investment Allocations From time to time, Novacap will be presented with investment opportunities that would be suitable for multiple Funds. For example, one Fund will have remaining capital at the same time that a successor Fund is commencing its investment period. Novacap maintains policies and procedures to confirm that investment opportunities are allocated fairly and equitably among the Funds and in accordance with applicable Governing Documents and internal allocation procedures. Novacap must first determine which Fund(s) will, or are required to, participate in the relevant investment opportunity. Novacap generally assesses whether an investment opportunity is appropriate for a particular Fund based on the Fund’s Partnership Agreement, as well as factors including but not limited to: investment restrictions and objectives (including those set forth in the relevant Fund’s Partnership Agreement, where applicable), strategy, risk profile, time horizon, tax sensitivity, tolerance for turnover, asset composition, diversification limitations, cash level (if any), applicable tax and regulatory considerations, life cycle, structure and other relevant factors. For example, a newly organized Fund generally will seek to purchase a disproportionate amount of investments until it is substantially invested. A Fund can invest together with other Funds advised by Novacap in the manner set forth in the relevant Partnership Agreements and in accordance with Novacap’s allocation procedures. Novacap seeks to allocate investment opportunities on a fair and equitable basis taking into consideration such factors as: (i) the sector of the potential investment; (ii) the expected amount of aggregate capital required to make the investment and the each Fund’s current and projected available capital (including

for any potential follow‐on investments); (iii) the targeted rate of return and investment holding period of the potential investment; (iv) the existing portfolio of investments of each Fund, including diversification and mitigation of conflicts; (v) suitability of the potential investment as a follow‐on investment for a current portfolio company of any Fund; (vi) availability of other suitable investments for each Fund; (vii) legal, tax, contractual, regulatory and other considerations deemed relevant in good faith by Novacap; and (viii) such other factors as Novacap will reasonably deem relevant in good faith. In determining which Funds should participate in investment opportunities, Novacap and its affiliates are subject to conflicts of interest among the investors in such investment vehicles. Investments by more than one Fund in a portfolio company also raise the risk of using assets of a Fund to support existing portfolio company investments held by other Funds. To the extent that multiple Funds invest at the same, different or overlapping levels of a portfolio company’s capital structure, a conflict of interest would likely arise in determining the terms of each such investment. Novacap intends to mitigate any potential conflicts by structuring such investments on a fair and equitable basis, taking into account the investment strategies of the participating Funds and the factors outlined above. When required by a Fund’s Partnership Agreement, Novacap will seek approval from the relevant Fund(s) including from each Fund’s advisory board to such transactions. Conflicts can arise when a Fund makes investments in conjunction with an investment being made by another Fund, or if a Fund invests in the securities of a company in which another Fund has already made an investment. Where multiple Funds invest in the same company at different times, the first Fund to invest typically will bear a higher level of diligence and transaction fees, costs and expenses than later Funds; similarly, to the extent a transaction does not proceed, the first Fund to invest typically will bear the full amount of broken deal expenses relating to the transaction, regardless of whether other Funds could or would have invested in the company in potential future transactions. Further, there can be no assurance that the relevant Fund and the other Fund(s) or vehicle(s) with which it co‐invests will exit such investment at the same time or on the same terms. Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both Funds. In that regard, actions could be taken for one or more Funds that adversely affect other Funds. For example, a Fund has not in the past and may in the future not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as other Funds. This will result in differences in price, terms, leverage and associated costs. When required by a Fund’s Partnership Agreement, Novacap will seek approval from the relevant Fund(s) including from each Fund’s advisory board to such transactions. Novacap and its affiliates will, in certain cases, express inconsistent views of commonly held investments or of market conditions more generally, including in instances where different persons affiliated with Novacap express different views regarding the same investment. There can be no assurance that the return on one Fund’s investments will be the same as the returns obtained by other Funds participating in a given transaction. Secondaries In certain cases, Novacap will have the opportunity (but, subject to any applicable restrictions or procedures in the relevant Partnership Agreement, no obligation) to identify one or more potential secondary transferees of interests in a Fund. In such cases, Novacap will use its discretion to select such potential transferees based on suitability and other factors that will be similar to those employed in selecting co‐investors, and unless otherwise required by the relevant Partnership Agreement, will

determine in its sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing Fund investors.

Novacap does not receive economic benefits from non‐clients for providing investment advice and other advisory services. Please see Item 10 for information regarding Novacap Services Inc. From time to time, Novacap enters into solicitation arrangements pursuant to which it compensates third parties for referrals that result in a potential investor becoming a limited partner in a Fund. Any fees payable to any such placement agents and related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are borne by Novacap. Novacap has historically retained, and expects in the future to retain, placement agents to solicit commitments to Funds. Such placement agents typically provide services in exchange for fees ranging in amount depending on factors including an investor’s relationship with Novacap and amount of aggregate commitments to the relevant Fund.

Novacap and its employees have not been involved in any legal or disciplinary events that would be material to a client’s evaluation of the company or the integrity of its management.

The investments made by the Funds are generally private, illiquid and long‐term in nature. Accordingly, the review process is not directed toward a short‐term decision to dispose of securities. However, Novacap closely monitors the portfolio companies in which the Funds invest. Deals are reviewed and discussed among members of Investment Committees on a weekly basis and Novacap’s Chief Compliance Officer periodically checks to confirm that each Fund is maintained in accordance with its stated objectives. Each Fund generally will provide to its limited partners, in writing, (i) annual audited and quarterly unaudited financial statements, (ii) annual tax information necessary for each limited partner’s tax return, and (iii) reports providing a narrative summary of the status of each portfolio company investment.

Novacap relies on SEC guidance indicating that SEC registered investment advisers with a principal office and place of business outside the U.S. are not subject to Rule 206(4)‐2 under the Advisers Act (the "Custody Rule") with respect to the non‐U.S. clients that they advise. Nonetheless, Novacap has adopted a custody policy designed to ensure that Novacap meets its fiduciary duties to the Funds and complies with the Governing Documents for the Funds. In particular, Novacap intends to maintain assets of the Funds with a regulated custodian in a separate account for each Fund under that Fund's name, or in accounts that contain only funds and securities of the Funds under Novacap's name as agent or trustee for the Funds. Audited financial statements of each of the Funds (except for employee side funds) will be distributed to applicable Fund investors within 90 days of the end of such Fund's fiscal year. To the extent Novacap seeks to manage private funds organized in the United States, Novacap will amend its custody policy to address additional requirements under the Custody Rule and will maintain the assets of such Funds with “qualified custodians” (as defined under the Custody Rule) to the extent required.

Novacap has discretionary authority to manage investments on behalf of each Fund. As a general policy, Novacap does not allow clients to place limitations on this authority. Pursuant to the terms of the Partnership Agreement, however, Novacap and/or the Funds will enter into Side Letters with certain limited partners whereby the terms applicable to such limited partner’s investment in a Fund will be altered or varied, including, in some cases, the right to opt‐out of certain investments for legal, tax, regulatory or other similar reasons. Novacap assumes this discretionary authority pursuant to the terms of the Partnership Agreement and powers of attorney executed by the limited partners of such Fund.

Novacap relies on SEC guidance indicating that SEC registered investment advisers with a principal office and place of business outside the U.S. are not subject to Rule 206(4)‐6 under the Advisers Act (i.e., the “proxy voting rule”) with respect to the non‐U.S. clients that they advise. In addition, the Funds invest primarily in private companies for which proxies generally are not voted. Nonetheless, Novacap has adopted a policy (the “Proxy Voting Policy”) to address circumstances in which the Funds hold securities for which proxies may be voted. The Proxy Voting Policy provides that Novacap will seek to vote proxies in the best interest of each Fund holding securities for which proxies may be voted. Novacap will take into account the best interests of the Fund or Funds, including accounting for any differences in their investment strategies, and relevant factors associated with a proxy voting proposal, including information provided in the proxy materials. Proxy votes will typically be cast as recommended by the company’s board of directors or management unless Novacap, in its discretion, determines otherwise. Certain types of matters will require a more detailed analysis than for some routine or uncontested matters. In limited circumstances, Novacap will abstain from voting (which, for public securities, generally requires submission of a proxy voting card) or affirmatively decide not to vote if it determines that abstaining or not voting is in the best interests of the Funds. Generally, clients are not permitted to direct Novacap’s vote in a particular solicitation. Conflicts of interest may arise between the interests of the Funds on one hand and Novacap and its affiliates on the other hand. The Investment Committee is responsible for reviewing the proxy voting proposals presented to it. Before voting any proxy, the Investment Committee will evaluate and consider whether Novacap faces a conflict of interest in connection with the vote. Any actual or potential conflict of interest will be reported promptly to Novacap's Chief Compliance Officer, who will be responsible for ensuring the conflict is resolved appropriately. Novacap does not consider service on portfolio company boards by Novacap personnel or Novacap’s receipt of management or other fees from portfolio companies to create a material conflict of interest in voting proxies with respect to such companies. A copy of Novacap’s Proxy Voting Policy, as well as a record of how Novacap has voted, will be maintained and available for review by clients upon written request to the Chief Compliance Officer.

Novacap does not require prepayment of general partner distributions (management fees) six months or more in advance or have any other events requiring disclosure under this item of the Brochure. Novacap is not aware of any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Novacap has not been the subject of a bankruptcy petition at any time during the past ten years.