Pantheon Ventures

Pantheon Ventures Inc. (“PVI”, “we”, “our”) is a private equity investment firm PVI’s affiliates include Pantheon Ventures (US) LP (“PV US”), an SEC-registered investment adviser; Pantheon Infrastructure Advisors LLC (“PINFRA”), an SEC-registered investment adviser; Pantheon Securities LLC (“PSL”), an SEC-registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”); Pantheon Ventures (UK) LLP (“PV UK”), an SEC-registered investment adviser also authorized and regulated by the UK Financial Conduct Authority (the “FCA”); Pantheon Ventures (Ireland) DAC (“PV Ireland”), regulated by the Central Bank of Ireland (the “CBI”); Pantheon Ventures (Singapore) Pte. Ltd (“PV Singapore”), regulated by the Monetary Authority of Singapore (the “MAS”); Pantheon Ventures (Asia) Limited (“PVAL”), regulated under the Financial Instruments and Exchange Act of Japan (among others); and Pantheon Ventures (Guernsey) Ltd. (“PVGL”), authorized and regulated by the Guernsey Financial Services Commission. PVI, PV US, PINFRA, PSL, PV UK, PV Ireland, PV Singapore, PVAL, PVGL, and their subsidiaries are referred to collectively throughout this Brochure as the “Pantheon Group Companies” or “Pantheon.” PV UK, together with its predecessors, has been in business since 1982. PVI opened its first US office (San Francisco) in 1987. In 2010, in connection with the acquisition of PVI and its affiliates by Pantheon’s senior management and Affiliated Managers Group, Inc. (“AMG”), PVI transferred all of its assets and assigned certain of its clients to PV US, which was formed and registered in 2010 as part of this restructuring. PVI and PV US are parties to an intra-company services agreement whereby PVI provides services, including management, investment advisory, and other services, to the remaining clients of PVI. Pantheon’s clients include funds that are either pooled investment vehicles or single-investor vehicles. Investors in pooled investment vehicles managed by Pantheon include public and private pension plans (both U.S. and non-U.S.), insurance companies, endowments, and foundations, among others. Please see “Item 7 – Types of Clients” of this Brochure for more information with respect to Pantheon’s clients and investors. Principal Ownership PVI is a California corporation. PVI is the only limited partner owning 25% or more of PV US and is the sole member of PV US’ general partner. Affiliated Managers Group, Inc. (“AMG”) is a publicly traded asset management company (NYSE:AMG) with equity investments in boutique investment management firms. AMG, Pantheon’s institutional partner, holds interests in Pantheon and the various Pantheon Group Companies (as defined herein), as well as in other investment management firms (“AMG Affiliates”). Further information on AMG, AMG Affiliates, and the Pantheon Group Companies is provided in “Item 10 – Other Financial Industry Activities and Affiliations.” As an affiliate of AMG, Pantheon operates autonomously, maintaining investment and operational control, and benefits from access to the resources of a larger international partner.

Advisory Services Pantheon is a private equity manager whose clients are funds (referred to in this Brochure as our “funds”). Pantheon specializes in private equity investing. Our funds primarily invest in venture capital, leveraged buyouts, special situations, and other private equity funds (referred to in this Brochure as “underlying portfolio funds”). Investment strategies include primary investments (i.e., purchasing an interest directly in a fund), secondary investments (i.e., purchasing an interest from an existing investor or participating in GP-led transactions), and co-investments (i.e., investing in a portfolio company, either directly or indirectly, typically alongside an underlying portfolio fund manager). The investment strategies and restrictions relating to our funds are set forth in each fund’s private placement memorandum, limited partnership agreement, or other governing documents (“governing documents”). PVI does not participate in any wrap fee programs. Assets Under Management In 2010, Pantheon assigned certain of its clients to PV US. For those clients that were not assigned to PV US, Pantheon entered into an intra-company services agreement with PV US for the provision of services by PV US to our clients. As a result, PV US has been delegated investment management and investment advisory responsibilities with respect to Pantheon’s clients, and therefore Pantheon currently has no client regulatory assets under management (“RAUM”) as defined in the instructions to this form. The assets of Pantheon’s clients are included in the RAUM for PV US. Please see PV US’ Form ADV Part 2A at www.adviserinfo.sec.gov for more information.

Management Fees Private Funds PVI is a private equity manager. Our funds are neither registered under the Investment Company Act of 1940, nor are their interests registered under the Securities Act of 1933. Accordingly, interests in our funds are offered exclusively to investors satisfying the applicable eligibility and suitability requirements either in private placement transactions within the United States or in offshore transactions. No offer to sell our funds is made by the descriptions in this Brochure and our funds are available only to investors that are properly qualified. Typically, the basic fee schedule for our funds is an annual management fee that can range from 0.25% to 1.50% of aggregate capital commitments to and/or capital invested in a fund or commingled or pooled strategies, plus a performance-based fee (payable to an affiliate of PVI), generally in the form of “carried interest” based on a contractually agreed sharing mechanism, which is not payable before third-party investors have received realized returns in an contractually agreed-up amount.

PVI has a broad range of management fee structures that apply to different funds and/or at different stages in the life of the same fund, such as pre- and post-investment period. Such structures may include management fees that are based on investors’ capital commitments to, or on the net invested capital of, or on investment commitments by, or on the NAV of, the relevant fund. PVI reserves the right to reduce or waive some or all fees for certain investors in the funds it manages, including for investors who are affiliated with PVI. The fees applicable to a particular fund are detailed in the governing documents of the applicable fund. Investors should refer to each fund’s governing documents for additional detail. Management fees are typically paid quarterly in advance and deducted from each given fund’s account; however, certain clients pay fees in arrears as outlined in the governing documents of each such fund or account. If there are insufficient liquid assets to pay fees due, PVI will issue a capital call notice to investors. Management fees are generally not refundable, absent certain circumstances described in the governing documents of each fund or account. Other amounts payable by investors in funds managed by PVI are described below under “Additional Fees and Expenses Payable by Clients – Private Funds”. Additional Fees and Expenses Payable by Clients Private Funds Investors in a PVI-managed private, closed-end fund typically bear their pro rata share of fees, costs, and expenses incurred in the operation and administration of the fund (e.g., fees and expenses associated with the fund’s insurance, custodians, legal counsel, administration, accountants, auditors, consultants, and other service providers), origination, identification, investigation, negotiation, acquisition, sale or disposition of the fund’s investments (collectively, “Fund Expenses”). Fund Expenses are described in the governing documents for each respective fund. PVI reserves the right to reduce or waive some or all Fund Expenses that would otherwise be borne by certain investors in the funds, including investors who are affiliated with Pantheon, provided that other investors are not prejudiced. Investors in PVI’s funds also typically bear their pro rata share of a fund’s organizational and startup costs (collectively, “Organizational Expenses”). Organizational Expenses are described in the governing documents for each respective fund. PVI reserves the right to reduce or waive some or all Organizational Expenses that would otherwise be borne by certain investors in the funds, including investors who are affiliated with Pantheon, provided that other investors are not prejudiced. In addition to the management fee, performance-based fee(s), Fund Expenses, and Organizational Expenses incurred at the PVI fund level, underlying portfolio investments will typically have similar, and in most cases higher, levels of management fees, performance-based fees, and other fees and expenses, including operating fees (collectively referred to as “Underlying Investment Fees and Expenses”). Further information regarding the management fees, performance-based fees, and other fees and expenses associated with each particular PVI fund can be found in that fund’s respective governing documents.

Fees for the Sale of Securities With respect to PVI’S investment advisory business and the activities of Pantheon Securities, LLC (“PSL”) (CRD #285480) (see “Item 10 – Other Financial Industry Activities and Affiliations” and “Item 12 - Brokerage Practices” below for more information on PSL), neither PVI nor PV US (nor its staff, which includes employees who are Partners, as well as registered representatives of PSL) currently receives, directly or indirectly, any compensation from the sale of underlying investments that are purchased or sold for funds and/or separate accounts. PVI is compensated through the stated management fee, performance-based fee(s), and/or other additional fees and expenses (if any) agreed upon in the relevant investment management agreements, limited partnership agreements, or other governing documents. PV US has adopted transaction-based compensation for certain PSL registered representatives (See “Item 10 – Other Financial Industry Activities and Affiliations” below for more information on PSL).

Strategy Overview and Related Risks PVI specializes in private equity investing. PVI primarily invests client assets in private equity portfolio funds as well as in leveraged buyouts, special situations, and venture capital (collectively referred to in this Brochure as “underlying portfolio investments”). Investment strategies include primary investments (i.e., making a commitment directly to a fund during its initial fundraising period), secondary investments (i.e., acquisitions of interests in existing third-party funds through transactions initiated by managers of such funds and / or the external investors in such funds), and co-investments (i.e., investing, either directly or indirectly, in a portfolio company, typically alongside an underlying portfolio fund manager). Pantheon incorporates both top-down and bottom-up analyses in its evaluation of new investment opportunities across primaries, secondaries, and co-investments. The bottom-up process, as applicable, generally identifies the relevant strengths and weaknesses of each underlying portfolio

fund sponsor/manager and/or evaluates the underlying portfolio companies within an underlying portfolio investment, while the top-down process, as applicable, evaluates the manager’s or investment’s fit within the relevant target allocations and portfolio construction. An evaluation of the manager is critical to all of our investment activities and includes an assessment of the manager’s strategy and differentiation, historical track record, key team members, deal sourcing strategy, evidence of operational value creation, due diligence process, and various firm-wide operational criteria. For primary investments, Pantheon will also typically complete an onsite visit of the manager, reference calls, and peer group analysis and comparison. For secondary portfolio investments, Pantheon will complete an assessment of the key underlying portfolio companies, including their operating performance, leverage profile, prospects for exit, and holding values versus comparable companies. Pantheon will also develop a cash flow model projecting the likely exit timing and value of each key underlying portfolio company. For co-investments and singleasset secondaries, Pantheon will perform an assessment of company performance, leverage profile, strategic positioning, industry trends, fit with the lead manager’s strategy and capability, and valuation versus key comparables. Pantheon will also evaluate each investment’s fit with the portfolio strategy and top-down target allocations including geography, sector, and stage. Pantheon incorporates a broader macroeconomic outlook and market assessment in its evaluation. In addition, Pantheon incorporates an assessment of sustainability factors into its assessment of investment risks and opportunities across its investment processes. Pantheon can also apply top-down target stage allocations to its funds to diversify their portfolios and manage risk. Pantheon’s investment teams generally meet weekly to discuss new and upcoming investment opportunities. If an investment team is interested in pursuing an opportunity, typically a deal team is appointed, consisting of at least one senior investment professional (usually a Managing Director or higher-level professional) with support from mid- and junior-level professionals. Investment recommendations are presented by the deal team and discussed by the relevant committee(s) (which include the International Investment Committees or other committees that it establishes, as described in “Item 10 – Other Financial Industry Activities and Affiliations”) before a final decision is made by Pantheon. Investing in private equity involves risk of loss that existing and prospective clients and investors should consider and be prepared to bear. Pantheon relies on the capabilities of the managers of underlying portfolio investments and portfolio companies. We typically do not participate in the management of underlying portfolio investments or co-investments. PVI’s private, closed-end funds typically are structured to be 10 to 13 years or more in duration, and investors in our funds have limited ability to sell or withdraw from our funds. Likewise, we have a limited ability to sell or withdraw from our funds’ interests in underlying portfolio investments. The portfolio companies of underlying portfolio investments also involve business and financial risks as they may be in early stages of development. As a result, there is a risk of loss of the assets Pantheon manages, and such a loss will potentially be outside of our control. Also, it will generally be many years before a PVI fund investor or separate account client receives any return of capital or distribution of gains, if any. PVI cannot guarantee any level of performance and cannot guarantee that clients and investors will not experience a loss of account assets. The following risks are also generally associated with investing in PVI’s funds and separate accounts.

Locating Suitable Investments, Competition for Investments, and Concentration Risk The success of a Pantheon-managed portfolio depends upon Pantheon’s ability to select, implement, and realize appropriate investments. There is no guarantee that suitable investments will be or can be secured in the desired amounts or at all, or that secured investments will be successful. PVI clients will compete for attractive investments with other prospective investors, and there can be no assurance that a PVI client will be able to locate, gain access to or complete attractive investments, that the investments that are ultimately made will satisfy all of a client’s objectives, or that a client will be able to invest its committed capital fully. In addition, a PVI client may be subject to various laws and regulations, including regulations relating to the U.S. securities laws or the European AIFM Directive (as implemented in EU member states and / or as implemented in and retained in the UK post-Brexit), and these regulations may prevent access to certain investments or portfolio companies, or cause a manager to choose not to permit access to an investment fund or portfolio company. Certain PVI clients have narrow investment mandates and target a subset of investment opportunities within a broader sector. Many investment opportunities fall outside of such focused mandates, and there is no guarantee that suitable opportunities will become available. In that event, a PVI client will make a limited number of investments, and the aggregate returns realized by investors could be substantially adversely affected by the unfavorable performance of a small number of these investments. No assurance can be given that any investment strategy will be achieved. Sustainability Risks Sustainability factors, including a broad range of environmental, social or governance issues, may be relevant to certain investment transactions and have a material impact on an investment’s financial value. Pantheon incorporates assessment of material sustainability factors through a comprehensive approach that encompasses a range of aspects of its investment process, as well as its engagement with key partners in Pantheon’s investing activities. An investment’s sustainability risk profile is one of a number of factors Pantheon considers when evaluating managers and investments. Pantheon’s assessment of the sustainability factors relevant to a potential transaction is not determinative of any selection of a manager or investment (except where otherwise expressly stated in a client’s investment mandate). Pantheon might decline to make an investment on behalf of a client based on a sustainability risk due to the potential impact of the risk on financial value. The exclusion of investments for sustainability purposes may cause the performance of a portfolio to be lower than it otherwise would be if such investments were included, and there is no guarantee that the evaluation of sustainability considerations will be additive to a portfolio’s overall performance. The incorporation of sustainability factors into Pantheon’s investment decisionmaking may increase or lower a portfolio’s exposure to certain companies or industries, and the consideration of such factors in the investment decision-making process may not work as intended. There is no guarantee that portfolio investments on which Pantheon conducts sustainability due diligence will not have material sustainability issues or risks. Further, the incorporation of sustainability risk considerations into Pantheon’s investment decision-making and post-investment monitoring processes could involve higher compliance expenses or costs. There are no universally accepted sustainability risk standards, and not all clients may agree on the appropriate sustainability standards to apply in a particular situation. Pantheon will incorporate sustainability considerations into its investment processes in accordance with Pantheon’s Sustainability Policy, as well as any additional sustainability requirements stated in a client’s investment mandate.

Pantheon’s Sustainability Policy may be reviewed and updated, at Pantheon’s discretion, including to reflect the development of sustainability risk practices in private markets. At times, Pantheon’s analysis of sustainability factors utilizes sustainability-related data and ratings provided by one or more third-party firms. Such third-party firms may use proprietary methodologies to monitor and assess sustainability-related risks impact, and Pantheon has no influence over such methodologies. Pantheon cannot guarantee the accuracy or completeness of any third-party data and has not reviewed the assumptions on which such information is based. For more information about how Pantheon considers sustainability factors in its investment process, please refer to Pantheon’s Sustainability Policy located on its website. No Assurance of Investment Returns There can be no assurance that PVI’s clients will be able to invest their capital with attractive terms or generate returns for investors. PVI’s clients’ returns, if any, are unpredictable. The possibility of partial or total loss of capital will exist, and a potential investor should not invest in PVI’s funds and/or managed accounts unless it has the ability to sustain the loss of its entire investment. Even if PVI’s clients’ investments are successful, they may not produce significant cash flow to investors for a number of years. Long Duration of Investment There may be a significant period of time before a PVI client has substantially invested its capital commitments, and there is no guarantee that a client will become fully invested. By nature, investments in private funds are generally illiquid and involve a long holding period. There can be no assurance that a client will be able to realize any investment in any portfolio investment, portfolio company, or other investment within a particular timeframe because, among other reasons, there may be a scarcity of potential acquirers and no established market for secondary interests of the type of investments held by the client, or there may be legal, tax, regulatory, or contractual restrictions associated with the disposal of a portfolio investment, portfolio company, or other investment. In addition, an investment with no readily available market will generally be difficult to value. In the case of PVI’s funds, to effectuate the sale of any fund’s investments, particularly in connection with the winding-up and liquidation of the fund, the general partner of such fund may need to accept a discount, which could be substantial, from the value that the general partner would otherwise ascribe to such investment. Illiquidity of Interests Interests in PVI funds and underlying investments are generally illiquid and should only be acquired by an investor able to commit its capital for an indeterminate period of time and to bear the risk inherent in such investment with no certainty of return. PVI’s fund interests have not been registered under the Securities Act of 1933 or any other applicable securities laws. There currently exists no public or developed private market for the fund interests and no public market is expected to develop. Fund investors will not be permitted to transfer their interests in a fund without the consent of PVI and the satisfaction of certain other conditions, including compliance with applicable U.S. federal, U.S. state, and/or non-U.S. securities laws. Fund investors may not withdraw from a fund except in very limited circumstances.

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PVI’s clients include funds that are either pooled investment vehicles or single-investor vehicles. Investors in pooled investment vehicles managed by PVI include public and private pension plans (both U.S. and non-U.S.), insurance companies, endowments, and foundations, among others. Our private funds are not registered under the Investment Company Act of 1940, nor are their interests registered under the Securities Act of 1933. Accordingly, interests in our funds are offered exclusively to investors satisfying the applicable eligibility and suitability requirements, either in private placement transactions within the U.S. or in offshore transactions. Conditions for Managing Accounts Our private funds typically require investors to make a minimum commitment amount ranging from $5 million to $15 million. Such minimums can be waived at the discretion of the general partner of the relevant fund.

Carried Interest / Performance-Based Fees The fee arrangement for our funds typically includes a performance-based fee (payable to an affiliate of PVI), such as carried interest, generally based on profits or investment income (net of fees and expenses) after the portfolio has achieved one or more return hurdles, as more fully described in the investment management agreement and/or other governing documents of each such fund or account. Side-by-Side Management / Allocation of Opportunities Pantheon and its affiliates manage or advise multiple pools of capital on behalf of numerous different clients with investment objectives, guidelines, policies, and fee structures that may differ from each other or that may be substantially similar. Pantheon will frequently be in the position to acquire the same portfolio investment interests for more than one client at the same time. In all cases, the allocation of investment opportunities among clients will require Pantheon to exercise discretion and judgment. As a result, the allocation of investment opportunities among its clients can create actual or potential conflicts of interest. Pantheon and its affiliates are subject to Pantheon’s investment allocation policy (the “Investment Allocation Policy”), which is designed to meet the fiduciary obligations of Pantheon and ensure that investment opportunities are allocated fairly and equitably among clients, taking into account their relevant circumstances. Pantheon’s Investment Allocation Policy and the procedures adopted to implement it are designed to mitigate the impact of such conflicts of interest, although they are not designed to achieve identical allocations across all clients at all times, and not all investment opportunities can be allocated to all eligible clients on every occasion, for a variety of reasons, including capacity constraints. Pantheon will receive both management fees and/or carried interest (performance-based fees) as compensation for its management/advisory services. Carried interest will, at times, create an incentive for Pantheon to make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee. In these instances, Pantheon’s compensation could, at times, be greater than it otherwise would have been, as the fee will be based on the performance of the funds or separate accounts it manages instead of, or in addition to, a percentage

of assets under management. PVI has an incentive to dedicate increased resources and allocate more profitable investment opportunities to clients bearing higher carried interest percentages or to clients whose governing documents contain less restrictive terms regarding the timing of carried interest distributions. Pantheon also has an incentive to allocate investment opportunities to Pantheon clients that pay a general partner’s share or management fees based on invested capital or capital committed to transactions rather than on capital commitments by investors / clients to a Pantheon-managed fund or account. Pantheon maintains a comprehensive conflicts of interest policy (the “Conflicts of Interest Policy”) to manage many types of potential conflicts of interest, including with respect to the allocation of investment opportunities. Pantheon manages conflicts of interest with regard to the allocation of investment opportunities by allocating investment opportunities in accordance with the Investment Allocation Policy, as supplemented by its allocation procedures. Pantheon’s policy is to allocate investment opportunities among clients in a fair and equitable manner, consistent with and subject to the fiduciary and contractual duties of Pantheon to such clients, and in accordance with Pantheon’s allocation policies and procedures. Portfolio Construction Considerations. Pantheon’s Investment Allocation Policy shall not preclude a good faith determination by Pantheon that some or all of an investment opportunity is unsuitable for one or more Pantheon fund or client or exceeds an appropriate amount for one or more Pantheon fund or client for legal, tax, regulatory, portfolio construction or other reasons after taking into account considerations such as the investment strategy, objectives, investment restrictions, risk profile, deployment targets, the respective size of portfolios, and existing and prospective other exposures of that client, whether or not any other client or fund managed or advised by any member of Pantheon is taking up all or part of its allocable share of the investment opportunity or whether there is any excess arising as a result of any client or fund declining all or part of its allocable share of such investment opportunity. Any amount that is declined on behalf of any client is designated as “overage,” which Pantheon may choose to allocate entirely at its discretion. Issuer Considerations. In all cases, the allocation of an opportunity and the consummation of an investment by any given PVI client is subject to the issuer of the investment agreeing to accept such PVI client as an investor in the relevant fund or investment. Capacity Constrained Situations. In situations where capacity or access to any investment for clients of Pantheon is constrained for any reason, in certain circumstances, it will not always be feasible for all clients to secure access in the desired amounts to the same investment. In this situation Pantheon will, in good faith, determine to either reduce the allocations to all clients involved on a pro rata basis (subject to rounding), reduce the allocation of one or more clients to such opportunity (which in some cases will result in non-pro rata allocations), or even exclude one or more clients from such opportunity (for example where a client is scaled back below any de minimis limit set for such client), provided that Pantheon shall endeavor to source an alternative investment opportunity for such client(s) that Pantheon in good faith considers to be a suitable alternative. Classification of Investment Opportunities. Allocation of investment opportunities is generally predicated on the initial classification of each such opportunity in order to determine which

Pantheon clients are eligible for each investment opportunity, taking into account one or more of a number of factors such as the type of asset and deal, by way of example only: (i) private equity, credit, infrastructure, or real assets, (ii) as a primary investment, secondary investment, or coinvestment, and (iii) as a global, regional (U.S., Europe, Asia), or emerging market investment, or the like. In some instances, the classifications are not entirely clear, or an investment may be classified as overlapping with multiple investment strategies and, in these situations, Pantheon will determine the classification of an investment opportunity in good faith. Stapled Opportunities. A secondary strategy or a co-investment strategy may make a secondary investment or co-investment, as the case may be, that is contingent upon a primary investment to which the secondary investment or co-investment is “stapled” and, in such circumstances, Pantheon may decide to treat the entire transaction (including the stapled primary) as a secondary investment or co-investment, as the case may be. Such stapled primaries will be allocated to the same clients and in the same proportions as the secondary or co-investment to which they are stapled. Strategic Opportunities. Similarly, when an opportunity arises, a secondary strategy or a coinvestment strategy may make a “strategic primary” investment with an intention of facilitating the generation of future opportunities to make secondary or co-investments. However, there can be no assurance that such opportunities will arise at all or, if they do arise, that they will accrue to the benefit of the Pantheon client(s) making such primary investment, by way of example only, because the commitment period of such Pantheon client(s) has expired. Core and Non-Core Strategies. Where an investment opportunity overlaps multiple investment strategies, Pantheon may in good faith classify such investment opportunity as a core opportunity in respect of one or more investment strategies, e.g. or in terms of the type of transaction (such as primaries, secondaries or co-investments) or otherwise, and as a non-core opportunity in respect of one or more other investment strategies, and in such cases, the investment opportunity may be allocated in priority to clients for whom such investment opportunity represents a core opportunity, with only the remainder of such investment opportunity, if any, allocated to other clients, treating such other clients as an overflow account in respect of such non-core opportunity. Changes in Focus. For clients with a broad investment strategy, the investment focus may be adjusted opportunistically by Pantheon from time to time (at its discretion, although staying within the applicable investment limits set for such fund or client) to focus on certain specific types of investments (resulting in a change to the pre-identified bite sizes for such types of investment) while pausing or ceasing altogether the deployment of capital to other types of investment or alternatively including them as a non-core opportunity only, even if such investments otherwise fall within the broad mandate of the investment strategy for such client. By way of example, only the investment strategy for a Pantheon client may generally include one or more types, e.g., in terms of the type of transaction (such as primaries, secondaries or co-investments) or otherwise. Pantheon may, at times, determine to focus on one or more of such investment opportunities on behalf of a Pantheon client. Accordingly, at such times, such Pantheon client would be included in the allocation process in respect of an investment opportunity of such type(s). At other times, however, Pantheon may determine to pause or cease altogether the deployment of capital to investments of one or more types for a Pantheon client who will then be excluded from the allocation process in respect of such investment opportunities or alternatively to include investments of one or more types as non-core opportunities for any such Pantheon client who will

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Affiliated Managers Group, Inc. AMG, a publicly traded asset management company (NYSE:AMG), holds an interest in Pantheon. In addition to the Pantheon Group Companies described below, AMG also holds equity interests in other AMG Affiliates. Each of the AMG Affiliates, including the Pantheon Group Companies, operates autonomously and independently. Certain AMG Affiliates sponsor funds in which certain Pantheon funds can invest. The decision to invest or not invest is made autonomously by Pantheon. Pantheon’s investment decision-making process is entirely independent of AMG with no representative of AMG sitting on any investment committee of Pantheon. Moreover, AMG and the AMG Affiliates do not formulate advice for Pantheon’s clients. As such, AMG’s ownership

interest in Pantheon does not, in Pantheon’s view, present any potential conflict of interest for Pantheon with respect to our clients. Moreover, Pantheon has adopted policies and procedures designed to address conflicts of interest such that actual or potential conflicts of interest (if any) are appropriately managed to mitigate the risk of damage to any one category of client. More information regarding AMG, including its public filings and a list of all AMG Affiliates, is available at www.amg.com. Certain members of the Pantheon Group Companies are party to one or more agreement(s) with AMG or an AMG Affiliate under which AMG or an AMG Affiliate provides client services, marketing assistance, distribution services or consultancy services to the Pantheon Group Companies in certain U.S. and non-U.S. jurisdictions. In particular, AMG Distributors, Inc. can distribute Pantheon’s private funds or registered funds. AMG or such AMG Affiliate is not a financial institution of the types described in Form ADV Part 1 Item 7.A. Pantheon Group Companies PV US is a Delaware limited partnership and SEC-registered investment adviser. PVI is a limited partner of PV US and the owner of PV US’ general partner. PV US is a private investments manager and has an intra-company services arrangement with PVI under which PVI has delegated investment management and advisory services for its clients to PV US. PV US also has an intracompany services arrangement with PV UK, PV Ireland, and PSL. PINFRA is a Delaware limited liability company and SEC-registered investment adviser. PV US has been appointed as a sub-advisor to PINFRA for the purposes of managing a fund registered under the Investment Company Act of 1940. PINFRA has an intra-company services arrangement with PV US. AMG holds an interest in PINFRA. PSL is a Delaware limited liability company and an SEC-registered limited purpose broker-dealer and FINRA member, is wholly owned by PVI. PSL acts as a limited purpose broker-dealer and private placement agent with respect to the offer and sale of interests in funds advised by PV US, PV UK, and PV Ireland. PSL has an intra-company services arrangement with PV US, PV UK, and PV Ireland. Pantheon Ventures (UK) LLP (“PV UK”) is a limited liability partnership incorporated in England and Wales. PV UK is based in London and authorized and regulated by the FCA in the United Kingdom, and is also a registered investment adviser with the SEC. It works with PV US and PV Singapore to identify and evaluate investment opportunities outside the U.S. PV UK and certain of its investment personnel are “associated persons” of Pantheon. PV UK has an intracompany services arrangement with PV US. AMG holds an interest in PV UK. PV Ireland is a Dublin-based designated activity company incorporated in Ireland and regulated by the CBI. PV Ireland is the Alternative Investment Fund Manager (“AIFM”) for Pantheon’s Luxembourg-domiciled funds and investment manager or adviser for a number of separate accounts. PV Ireland has delegated day-to-day portfolio management / advisory activities for such funds and separate accounts to PV UK with ongoing oversight from PV Ireland, specifically by the Designated Person for Investment Management. PV Ireland has intra-company services arrangements with PV US, PV UK, and PSL. AMG holds an interest in PV Ireland.

PV Singapore holds a capital markets and services license from the MAS to conduct fund management with accredited and institutional investors. It works with PV US, PV UK, and PV Ireland to identify and evaluate investment opportunities outside the U.S. PV Singapore and certain of its investment personnel are “associated persons” of Pantheon. PV Singapore has an intra-company services arrangement with PV US. The International Investment Committee (“IIC”), comprised of representatives of PV US, PV UK, and PV Singapore, is responsible for strategy and oversight of investment policies and procedures related to all portfolio investment activities of the clients managed by Pantheon. In addition, the IIC is responsible for final appraisal, of and decision-making related to, all potential investment opportunities for clients managed by Pantheon and may delegate the review of such investment recommendations to one or more committee(s) comprised of investment professionals that may or may not be members of the IIC, subject to oversight and supervision by the IIC in respect of such delegated functions, and, following that, if applicable, by the general partner or manager of the relevant fund (or committee thereof). Investment opportunities are first screened by the relevant strategy investment committee(s), such as the global primary committee, the global secondary committee, or the co-investment committee, the global infrastructure and real assets committee, or the credit committee, as applicable (each, a “Product Group Investment Committee”). Any opportunities that pass through the relevant Product Group Investment Committee are submitted for appraisal to the IIC or one or more committee(s) to whom the IIC may have delegated such review. The IIC has established an Investment Management Committee (“IMC”), to which it has delegated decision-making related to individual investment opportunities for clients managed by Pantheon. The IMC is comprised of senior investment professionals of Pantheon, some of which are members of the IIC and some of which are not. Underlying Portfolio Managers As described in “Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss”, PVI primarily invests client assets in underlying portfolio investments and in co-investments in portfolio companies, generally alongside underlying funds. As part of its investment advisory business, PVI does not receive any compensation from the managers of these underlying portfolio investments in exchange for selecting their funds for our clients. Other Financial Activities Neither PVI nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of one of the foregoing types of entities. As stated above, PSL is wholly owned by PVI. No funds managed by PVI have been offered by PSL. Please see PV US’ Form ADV Part 2A at www.adviserinfo.sec.gov for more information. Conflicts of Interest Pantheon takes all reasonable steps to identify and avoid conflicts of interest and, when they cannot be avoided, to manage and monitor and, where appropriate, disclose those conflicts. All of Pantheon’s staff are provided with or given access to its Conflicts of Interest Policy at the time of hire and annually thereafter, and they must certify that they have received/reviewed a copy

of the policy and that they agree to comply with its terms. A summary of Pantheon’s Conflicts of Interest Policy is also available to clients or prospective clients upon request.

Trading Code of Ethics Pantheon has adopted a Code of Ethics (the “Code”) that is designed to reinforce its institutional integrity. The Code applies to all staff and sets forth standards for business conduct and addresses Pantheon’s policies and procedures on topics including, but not limited to:        

Confidentiality/Privacy Insider trading Personal trading Outside business activities Gifts and entertainment Pay to play / political contributions Whistleblowing Books and records (recordkeeping)

Personal Trading Among other things, the Code limits and monitors the personal trading activity of Pantheon’s staff. These limitations seek to further Pantheon’s efforts to prevent staff from personally benefiting from the investment decisions Pantheon makes for its clients. Specifically, the Code requires staff and certain members of their households to “pre-clear” their personal securities transactions with Pantheon’s Compliance Department prior to execution, with some limited exceptions. Pantheon generally prohibits purchasing individual publicly traded securities, limits its staff’s participation in initial public offerings, and requires consent from the Chief Compliance Officer (or designee) and a senior, disinterested investment professional in order to permit private market investment(s). Additionally, Pantheon limits its staff’s ability to trade in the same securities at the same time that our clients are trading in those securities and also maintains a restricted list. All staff must provide Pantheon with a list of their securities holdings, as well as transaction information for certain types of securities. These restrictions and requirements of the Code apply to all accounts over which staff have investment discretion, or in which they have a direct or indirect beneficial ownership interest, unless exempted. Participation or Interest in Client Transactions As discussed in “Item 4 – Advisory Business”, PVI is a private equity manager that advises funds and customized separate account programs. PVI’s funds are typically structured as limited partnerships where an affiliate of PVI serves as the general partner and makes a capital commitment to the limited partnership. The affiliated general partner’s capital commitment is funded by AMG and/or certain senior members of Pantheon and is drawn down at the same time as the investors’ commitments. From time to time, in certain circumstances, senior members have an opportunity to make additional commitments to a Pantheon fund. Any such affiliated general partner’s or senior members’ capital commitments are not subject to management fees and performance-based fees. Additionally, an affiliate of Pantheon can also become a special limited

partner of a fund for purposes of receiving carried interest or performance-based fee distributions or payments. While the affiliated general partner or special limited partner can have a financial interest in the fund, we believe that their interests are aligned with those of the fund’s investors because the affiliated general partner makes capital contributions and receives distributions from the fund on the same terms as the other investors, and the special limited partner generally receives carried interest or performance-based fee distributions or payments only after investors have received a return on investment that meets certain pre-agreed hurdles, as more fully described in the relevant limited partnership agreement or other governing document. Accordingly, Pantheon believes that neither it, nor its affiliates, has a conflict of interest with respect to these arrangements. Insider Trading / Material Non-Public Information All staff of Pantheon are subject to AMG’s Insider Trading Policy and Procedures (the “AMG Insider Trading Policy”), which broadly prohibits the use of material non-public information and also imposes restrictions on the trading of AMG’s stock. Further, Pantheon’s Code also includes policies and procedures prohibiting the use of material non-public information that are designed to prevent insider trading by Pantheon’s staff. In accordance with these policies, to prevent trading of public securities based on material nonpublic information, Pantheon maintains a “restricted list” that identifies securities that cannot be purchased or sold by account(s) over which staff or certain members of their household have discretion. Gifts and Business Entertainment Pantheon’s Code includes policies and procedures regarding giving or receiving gifts and business entertainment between Pantheon’s staff and certain third parties (e.g., vendors, underlying portfolio fund managers, clients, consultants, etc.) to mitigate the potential for conflicts of interest surrounding these practices. In general, Pantheon limits the value of gifts that are given or received by staff. Political Contributions Pantheon prohibits its staff from making political contributions on behalf of Pantheon, or from making political contributions for the purpose of securing or retaining business. Pantheon maintains policies and procedures that set forth specific limitations regarding to whom staff are permitted to make contributions and the amounts of such contributions, as well as related preclearance requirements. Distribution of Code Pantheon is firmly committed to making its staff and clients (both current and prospective) aware of the requirements within Pantheon’s Code. All of Pantheon’s staff are provided with or given access to its Code at the time of hire and annual updates/material changes thereafter, and they must certify that they have received/reviewed a copy of the Code and agree to comply with its terms. Additionally, Pantheon conducts periodic compliance training that addresses the requirements of the Code and the other policies described in this Item.

A copy of Pantheon’s Code is also available to clients or prospective clients upon request.

PVI invests client assets primarily in privately offered limited partnership interests and therefore does not have regular or frequent interactions with brokers/dealers who execute trades on behalf of PVI’s clients. From time to time, clients managed by PVI could receive an in-kind distribution of a public security from an underlying portfolio fund. PVI has arranged for T. Rowe Price to manage the sale of any in-kind distributions with respect to most of its funds and clients. In such cases, the underlying fund manager typically deposits the shares in accounts with the distributing broker. T. Rowe Price has the discretion, subject to compliance with its best execution policies, to transfer the stock to another brokerage firm other than the distributing broker. PVI could use another third party to execute trades of such in-kind distributions on behalf of certain of PVI’s funds and clients. Pantheon does not receive client referrals from brokers-dealers, nor does it receive any “soft dollar” benefits. Additionally, Pantheon does not have any directed brokerage practices.

Compensation from Third Parties PVI does not receive any monetary compensation or any other economic benefit from any nonclient for PVI’S provision of investment advisory services to a client.

There are no applicable legal or disciplinary events relating to Pantheon or our management persons.

Monitoring Existing Investments Our investment professionals monitor client investments on a regular basis. Specifically, Pantheon generally seeks to maintain an active dialogue with its underlying portfolio managers. This typically takes the form of attendance/virtual attendance at advisory board and / or annual meetings with the underlying portfolio managers. Typically, once an investment has been made, an investment professional is assigned primary responsibility for overseeing the relationship with, and activities of, the underlying portfolio investment and its manager. Reporting Clients and investors in Pantheon’s funds receive written quarterly reports from Pantheon. A typical report generally includes: 1. 2. 3. 4. 5. 6. 7.

Portfolio performance Valuations of the underlying portfolio funds/investments Schedules of portfolio movements since the last report New investments made since the last report Capital account of each investor in the fund Balance sheet Income statement

With respect to PVI’s commingled funds and single investor funds that are subject to the Advisers Act Custody Rule (the “Custody Rule”), a related person of PVI is deemed to have custody of relevant client assets by virtue of its role as general partner or owner of the general partner to such fund(s). Assets of our funds that are subject to the Custody Rule are held in the name of the relevant fund by an independent qualified custodian or are private, uncertificated securities recorded on the books of the issuer in the name of the relevant fund. PVI distributes quarterly reports to our fund investors, and our funds are audited annually, with the audited financial reports being distributed to investors in the relevant fund(s).

As a result of the delegation of investment management and advisory services to PV US under the intra-company services agreement, Pantheon does not have investment discretion for its clients. Please see “Item 4 – Advisory Business”.

Due to the nature of Pantheon’s funds, Pantheon’s clients typically do not hold securities directly in underlying portfolio companies and, therefore, Pantheon’s clients (including our funds) are seldom asked to cast votes at corporate issuers’ shareholder meetings. However, from time to time, certain clients may have a direct investment in an underlying portfolio company and may be asked to cast a vote by “proxy” in lieu of attending a shareholder meeting. The governing documents for Pantheon funds and the investment management agreements with separate account clients generally provide Pantheon with the authority to vote proxies on behalf of its clients. Pantheon has policies and procedures in place governing how Pantheon should vote proxies, including how to handle conflicts of interest. These policies and procedures include proxy voting guidelines that are reasonably designed to ensure that Pantheon has a reasonable understanding of its clients’ objectives and places its clients’ interests ahead of its own when exercising voting authority on behalf of its clients and when handling potential conflicts of interest. Proposals not specifically addressed by Pantheon’s guidelines are evaluated on a case-by-case basis, taking into account State Street Global Advisors’ Proxy Voting and Engagement Guidelines or such other providers’ proxy voting guidelines and keeping in mind that the objective is to vote in the best interest of each client. Pantheon can also delegate proxy voting duties to known providers, taking into account each given provider’s policies and the underlying objective to vote in the best interest of the client(s). From time to time, Pantheon may also utilize a contracted provider for proxy voting recordkeeping purposes. If you are a separate account client and would like a copy of Pantheon’s Proxy Policy or would like to review how Pantheon voted on a particular security in your account or in the account of a fund in which you invested, please contact PVI’S compliance department.

PVI has no financial condition that impairs its ability to meet its contractual and fiduciary commitments to its clients, and PVI has not been the subject of any bankruptcy proceeding. Additional Information Information Security Policy and Cybersecurity Policy Pantheon maintains an Information Security Policy and a Cybersecurity Policy, together with related procedures and governance processes, designed to protect Pantheon’s information systems and the information entrusted to it, including information relating to investors and personnel. These policies are intended to support the protection of the confidentiality, integrity, and availability of Pantheon’s information and systems to promote appropriate safeguarding practices across the organization and to support the ongoing management of information security and cybersecurity risk. The Chief Information Security Officer is accountable for ensuring that the Cybersecurity Policy is implemented and for overseeing the processes, controls, testing, and response measures intended to mitigate information security and cybersecurity incidents and support response and recovery where such an incident occurs. Copies of these policies are available to clients or prospective clients upon request. See “Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss” above for further information regarding cybersecurity risks.