Raga Partners LP

Raga Partners LP (“Raga” or the “Firm”) provides investment advisory services primarily to ultra-high net worth individuals, families, and charitable foundations (each, a “Managed Account” and collectively, “Managed Accounts”) and a pooled investment vehicle (the “Fund”). Each Managed Account and the Fund is considered a distinct client of the Firm (each, a “Client” and collectively, “Clients”). The Firm was founded in 2021. The principal owner of the Firm is Raga Management LLC which is owned by Atul Joshi (the “Principal”) individually and through a trust that he controls. Investment decisions are generally made by a consensus of the Firm’s investment committee (the “Investment Committee”), which is currently co-chaired by the Principal and Mr. David Heller. The co-chairmen and composition of the Investment Committee may vary over time. The Firm provides investment management services to its Clients on both a discretionary and nondiscretionary basis. The Firm offers non-discretionary investment advisory services to the Managed Accounts with respect to securities, financial instruments, and other assets held in Client accounts. The assets in these Managed Accounts may include equities, fixed income products, commodities, hedge funds, private capital funds, other alternative investments, including cryptocurrency, real estate investments, and cash equivalents. The Firm recommends certain investment opportunities to the Managed Accounts, monitors the assets held in the accounts, and recommends actions with respect to such assets. However, Managed Account Clients retain ultimate decision-making authority and may impose restrictions on investing in certain securities or types of securities. The Firm, or an affiliate, also provides family office and related administrative services to certain Managed Account Clients. The Firm also provides discretionary investment management services to the Fund pursuant to an investment management agreement between the Firm, Raga Holdings LLC, the Fund’s general partner (the “General Partner”) and the Fund. The Firm’s services consist of locating, evaluating, structuring, negotiating, consummating, and monitoring investments on behalf of the Fund. The Firm has the authority to make investment decisions without consultation with the Fund or its Limited Partners, subject to any limitations set forth in the Fund’s offering memorandum and advisory agreement (the “Governing Documents”). The Fund invests primarily in equity interests of privately held companies, but holds publicly traded securities, as well. The Firm may form additional pooled investment vehicles in the future. In addition, the Firm has entered into a consulting services agreement with an SEC-registered investment adviser pursuant to which it provides non-investment advisory consulting services. The Firm may enter into similar agreements in the future. the Firm does not provide portfolio management services to wrap fee programs. As of December 31, 2025, the Firm managed approximately $2.196 billion in Client assets, of which $289 million was managed on a discretionary basis and approximately $1.906 billion was managed on a nondiscretionary basis.

Managed Account Management Fees The Firm charges a fixed annual fee for investment advisory and family office services (“Managed Account Management Fee”), which is generally payable in equal monthly installments on the first business day of each month, and subject to adjustment as mutually agreed between the Firm and each Client. Managed Account Management Fees are generally negotiated depending on several factors unique to each Managed Account Client, including the Client’s needs, nature and complexity of the services required, and types of assets. Managed Account Management Fees and expenses applicable to each Managed Account Client are set forth in detail in detail in Client’s services agreement. To the extent a Client terminates the advisory relationship, the Client will be charged the pro-rata amount of fees rendered to the point of termination. Clients invested in third-party managed pooled investment vehicles ("Third-Party Funds") can expect to be charged management fees and performance fees, as well as certain administrative expenses, by the Third-Party Fund manager. All such fees are in addition to the Managed Account Management Fee disclosed above. Third-Party Fund management fees charged by Third-Party Fund managers generally range from 0.50% to 3.00% annually. Depending on the terms of each Third-Party Fund, performance fees typically range from 5.00% to 35.00% of the annual net profits, subject to certain limitations. All Third-Party Fund fees and administrative expenses are disclosed in the offering documents that Clients receive from each Third-Party Fund. In addition, each Third-Party Fund requires Clients to meet specific qualifications in order to invest. Fund Management Fees The Firm receives an investment management fee from the Fund (“Advisory Fee”) that is payable quarterly in advance, and as further described in the applicable Fund’s Governing Documents. The Advisory Fee ranges from 1.50% to 2.00% based on committed capital amounts and the duration of such commitments. The Advisory Fee may be reduced or waived at the discretion of the General Partner. From time to time, Firm personnel or other individuals associated with the Firm may serve on the board of directors or in a similar capacity for portfolio companies in which the Fund invests. These personnel generally will not receive compensation in the form of board of directors’ fees or other similar compensation from such portfolio companies. In cases where compensation is received, it generally will be subject to an Advisory Fee offset pursuant to the Fund’s Governing Documents for the benefit of the Fund and its Limited Partners. However, certain individuals associated with the Firm may serve in these roles in their individual capacity and may retain any compensation received without it being subject to an Advisory Fee offset. The receipt and retention of such compensation creates a potential conflict of interest, which the Firm seeks to address through its policies and procedures and fiduciary obligations to its Clients. Managed Account Expenses Managed Account Clients may incur operational and transaction fees, costs and expenses imposed by custodians, brokers, prime brokers and other third parties. Clients invested in third-party managed pooled investment vehicles, which include mutual funds, ETFs, private investment funds, such as private equity or venture capital funds, and other similar pooled investments or third-party Managed Accounts

will also incur fees and expenses associated with an investment in the vehicle or account which may include organizational fees, management fees, performance allocations and other costs and expenses to third party managers. Additionally, Clients may also incur wire transfer fees and trustee fees by their custodians. Any expense reimbursements will be allocated in a fair and equitable fashion based on anticipated participation or other appropriate methodology. Fund Expenses As further set forth in the Governing Documents, the Fund is responsible for its own organizational, operational, and investment expenses. Except as otherwise expressly provided in the Governing Documents, the Fund will bear all costs and expenses incurred in connection with the formation, offering, operation, management, financing, and liquidation of the Fund, whether incurred directly by the Fund or by the General Partner or its affiliates on the Fund’s behalf. The General Partner may, in its sole discretion, elect to bear any such expense. Organizational expenses include all costs and expenses associated with the formation of the Fund, including expenses relating to the formation and launch of the Firm and the General Partner, including legal, accounting, printing, travel and out of pocket expenses. Investment expenses include all out-of-pocket due diligence and expenses paid by the General Partner relating to the Fund investments, including, without limitation: • Expenses incurred in connection with the offering of Interests, including placement agent or similar

fees (which, to the extent provided in the Governing Documents, may reduce advisory fees payable by the applicable Limited Partner on a dollar-for-dollar basis);

• Expenses incurred in connection with the evaluation, acquisition, holding, monitoring, restructuring,

financing, or disposition of investments, including expenses of proposed investments that are not consummated;

• Legal, accounting (including fund administration and annual audits), consulting, investment banking,

appraisal, brokerage, underwriting, private placement, information services, and other professional fees and expenses;

• Reasonable travel and due diligence expenses; • Carried interest, incentive allocations, or similar compensation payable to managers of underlying

investments;

• Custodial, trustee, recordkeeping, and other administrative fees relating to the Fund or its

investments;

• Expenses of preparing, filing, and distributing financial statements, tax returns, Schedule K-1s,

regulatory filings, consents, reports, notices, and other communications to Limited Partners;

• Taxes and other governmental charges imposed on the Fund, including expenses incurred in

connection with any tax audit, investigation, settlement, or review;

• Insurance premiums (including directors’ and officers’ liability insurance), regulatory compliance

expenses (including required filings), litigation costs, indemnification obligations, and related expenses or liabilities;

• Costs and expenses associated with any credit facility or other indebtedness, including interest,

lender fees and expenses, legal fees (including those of lenders), broker or arranger fees, transfer or assumption fees, and required reserves;

• Expenses arising from or relating to defaults by Limited Partners in funding capital commitments; • Expenses incurred in connection with amendments, restructurings, or other modifications of the

Fund or its related entities (other than the Firm and the General Partner);

• Expenses incurred in connection with the formation and operation of alternative investment vehicles

or similar entities established in connection with the Fund’s investment activities;

• Expenses relating to meetings of Limited Partners and distributions to Limited Partners; and • Expenses incurred in connection with the winding up and liquidation of the Fund.

The categories listed above are illustrative and not exhaustive. The Fund will bear all other expenses permitted to be allocated to the Fund pursuant to the Governing Documents. Consulting Fees The Firm receives fixed monthly consulting fees for non-investment advisory services, including corporate development, strategy, and other consulting services, pursuant to a consulting agreement with an SEC-registered investment adviser, as noted in Item 4. This arrangement may create a conflict of interest, as the Firm could have an incentive to prioritize its consulting relationship over its fiduciary duty to the Clients. To mitigate this conflict, the Firm does not provide discretionary investment advisory services to this adviser or its clients, and maintains policies and procedures designed to ensure that its consulting services do not influence investment decisions or Client recommendations.

Managed Accounts With respect to Managed Accounts, investment objectives are identified by assessing the Client's time horizon, tax circumstances, cash flow needs, and tolerance for risk, considering each Client’s personal situation, including concentrated or restricted holdings, estate and next generation planning, lifestyle needs, and charitable interests, and any investment restrictions imposed by the Client. The information provided by the Managed Accounts will be collected during meetings, interviews, and/or through written documentation. Strategies are developed and implemented primarily through a combination of separate accounts, direct investments, and Third-Party Fund commitments. The Fund The Fund focuses primarily on direct investments in equity return opportunities across a range of sectors and stages where the Firm believes it is uniquely positioned, due to its network, brand, and underwriting capabilities. The Firm intends to pursue opportunities across early-stage venture, growth equity, and special situations investments, particularly in the areas of financial technology, media, software, and consumer. The Firm also has in the past, and may in the future, pursue investments in public companies. The Fund’s investment focus is intentionally broad to provide the Firm with the flexibility to take advantage of market opportunities consistent with the Investment Committee’s experience investing both institutional and family office capital across a range of sectors and market regimes. All investment decisions regarding the management of the Fund will be made by an Investment Committee, which meets regularly to make recommendations with respect to all direct investment and divestment decisions. In addition, the Firm monitors these investments on an ongoing basis, working closely with its portfolio companies and/or investment sponsors and co-investors. Risks Investing and trading activities risk the loss of capital. There is no assurance that the Firm will be able to achieve each Client’s investment objectives. Clients are advised to review the Governing Documents for full details on investment, operational, and other actual and potential risks related to making an investment in the Fund. This Brochure is not intended to address every potential risk, and certain risks described below may only apply to certain Clients or the Fund. Some of these risks may include, but are not limited to: • Investment and Trading Risks. Clients may be invested in securities and other financial instruments

using strategies and investment techniques with significant risk characteristics. These include risks arising from the volatility of financial markets. The performance of any investment may depend on several factors, including conditions in regional and local economies, conditions in the securities markets generally, performance of companies in particular industries or regions, and political and technological developments.

• Investment Selection. In making its investment recommendations, the Firm often relies on

information and data provided and prepared by third parties. Although the Firm intends to evaluate the accuracy and importance of such information and data, the Firm will not always be able to confirm the completeness, genuineness, or accuracy of such information and data.

• General Economic and Market Conditions. A Client’s performance may be affected by general

economic and market conditions and factors that impact the investments, such as interest or currency rates, availability of credit, inflation rates, real or perceived adverse economic conditions, economic uncertainty, changes in laws, and national, and international political developments. These fluctuations may be temporary or may last for extended periods. Unexpected volatility or illiquidity could impair a portfolio’s profitability or result in losses.

• Inflation. Some countries, including the United States, currently and may in the future experience

substantial rates of inflation, which may have negative effects on the economies and securities markets of their economies. Governmental efforts to curb inflation (such as price controls) may involve drastic economic measures affecting the level of economic activities. There can be no assurance that the relevant governments will be able to exercise effective control over inflation rates or that a high rate of inflation will not have a materially adverse effect on investments.

• Geopolitical and Force Majeure Risk. Investments may be affected by force majeure events (i.e.,

events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, civil unrest, cyber incidents, geopolitical conflicts or instability, trade disruptions, sanctions, export controls, and labor strikes). Some force majeure events may adversely affect the ability of a party (including an investment or a counterparty) to perform its obligations until it is able to remedy the event. Certain force majeure events (such as war, geopolitical conflict, economic sanctions, trade restrictions, export controls, or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally. Geopolitical conflicts, military actions, sanctions, trade disputes, or other international tensions, as well as governmental responses to such events, may disrupt financial markets, supply chains, energy markets, technology ecosystems, and cross-border investment activity. Portfolio companies may depend on global supply chains, cross-border data flows, and access to specialized components, talent, or infrastructure, all of which may be adversely affected by such events. These developments could have a material adverse effect on the operations, financial condition, prospects, performance, and value of an investment.

• Equity Markets and Stock Price Volatility. U.S. and foreign equities markets have experienced

tumultuous times in the past reflected in highly volatile market prices for listed securities. Certain factors may have a significant impact on the market price of securities and, consequently, may adversely affect a Client’s portfolio, such as general economic data, interest and currency rate fluctuations, announcements of technological innovations, developments in patent or other proprietary rights, public concern or perception of issues relating to the safety of products developed by a company, announcements of collaborative partners, issues relating to government regulation, loss or gain of key employees in research and/or operations, fluctuations in companies’ operating results, future sales of common stock, analysts’ comments, including changes in recommendations, and general market conditions. The Firm may invest Client assets in securities which may be more volatile and carry more risk than some other forms of investments. Security prices in general may decline over short or even extended periods of time and such declines may be significant.

• Limited or No Liquidity. The Firm may invest Client assets in privately offered pooled investment

vehicles with limited liability such as private equity and venture capital funds. Interests in these

vehicles are not freely transferable and generally have limited, or no, withdrawal rights. The Firm may also invest Client assets in illiquid assets such as real estate that could be difficult to sell or transfer in certain market environments. • Private Funds and Other Alternative Assets. Investing in alternative assets managed by third- parties,

such as hedge funds and other private investment funds can be: (i) highly speculative with investments in complex instruments and structures including derivatives and structured products; (ii) illiquid with limited withdrawal or redemption rights; (iii) leveraged; (iv) subject to significant volatility; (v) subject to long holding periods; (vi) less transparent than public investments; (vii) subject to significant restrictions on transfers; (viii) affected by complex tax considerations; and (ix) in the case of private equity funds, affected by capital call default risk. In addition to the above, investors in these strategies will be subject to fees and expenses which will reduce profits or increase losses. Each Managed Account Client and Fund’s performance will be highly dependent upon the expertise and abilities of the third-party investment manager or Portfolio Fund selected or recommended by the Firm. Third-Party investment managers may or may not have extensive track records.

• Artificial Intelligence and Machine Learning Developments. The Firm, and companies is which its

Client invest, expect to use artificial intelligence (“AI”) or explore how such technology could positively or negatively impact their respective businesses. Any new or emerging technology presents inherent risks that, if not addressed, could in turn impact the Clients’ investments in such companies. For example, issues such as flawed algorithms, insufficient or poor-quality data sets, or AI “hallucinations” can generate irrelevant, nonsensical, misleading, biased, and/or factually incorrect results. In addition, regulatory and legal uncertainty, including questions regarding privacy, confidentiality, and intellectual property, could subject companies that use AI to civil or criminal liability. As the Firm decides to utilize AI to supplement various internal functions, the management company and the data it processes regarding Limited Partners would be subject to similar risks.

• Digital Assets. Digital assets (often referred to as “crypto assets”) are issued and transferred using

distributed ledger or blockchain technology and do not have legal tender status. Investments in digital assets involve significant risks, including volatility, regulatory uncertainty, and cybersecurity risks, including theft through hacking of exchanges or wallets.

• Cybersecurity Risk. As the use of technology has grown, there are ongoing cybersecurity risks that

make the Firm susceptible to operational and financial risks associated with cybersecurity. To the extent that the Firm is subject to a cyber-attack or other unauthorized access is gained to its systems, the Firm may be subject to substantial losses in the form of theft, loss, misuse, improper release, or unauthorized access to confidential or restricted data related to the Firm and its Clients. While the Firm has developed measures that are designed to reduce the risks associated with cybersecurity, there are inherent limitations in such measures and there is no guarantee those measures will be effective, particularly because the Firm does not directly control the cybersecurity measures of service providers, financial intermediaries, and portfolio investments.

• Valuation. Clients typically will invest in investments that are not readily marketable. Such

investments generally will be carried at the values provided to the Firm by the portfolio managers of the underlying portfolio funds pursuant to valuation procedures set forth in the organizational documents of the relevant portfolio funds. These valuation procedures may be subjective in nature,

may not conform to any industry standard (if any such industry standards exist) and may not reflect actual values at which investments in portfolio funds are ultimately realized. In addition, the Firm is permitted to establish the fair value of Clients’ investments pursuant to its valuation policy. There can be no assurance that the fair value of such investments will be fully realizable upon their ultimate disposition. Because of the inherent uncertainty of the estimated values of unrealized gains and losses, the fair value may differ significantly from the realized value upon liquidation of such investments, and the differences could be material. • Additional Fees and Expenses. When investing in pooled investment vehicles such as mutual funds,

ETFs, private equity and venture capital funds, Clients will bear additional expenses including management fees and in certain cases, performance allocations or carried interest charged by the vehicle’s investment adviser. The risk of owning pooled investment vehicles generally reflects the risks of owning the underlying securities or other instruments in the pooled investment vehicle.

• Recycling of Capital. The Firm has the right to recall (or “recycle”) certain distributed amounts, in

accordance with the Governing Documents. Accordingly, during the term of a Fund, a Limited Partner may be required to make capital contributions in excess of its commitment. Any such reinvestment would limit early distributions to Limited Partners, and to the extent such recalled or retained amounts are reinvested, a Limited Partner will remain subject to the investment and other risks associated with such investments. As a result, reinvestment could increase the risk of investing in the Fund. Additional investments resulting from recycling have the potential to increase investment returns to Limited Partners (and reduce the effective burden of management fees assessed based on commitments during a Fund’s investment period) to the extent such investments are profitable. However, there can be no assurance that any such investment will have a positive return. Further, any such additional investments will have the effect of increasing the management fee borne by Limited Partners following the investment period, and as a result the Firm may face a conflict of interest with respect to such additional investments insofar as it is incented to deploy recycled capital in additional investments when it might not otherwise have done so.

• Banking Counterparty Risk. The Firm relies upon third-party banks or other custodians to hold and

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The Firm provides investment advisory services to ultra-high net worth and high net worth individuals, families and charitable foundations, as well as the Fund. The Firm does not have a stated minimum to open a Managed Account, however, such Clients typically have at least $50 million of investable assets under management. The Firm also offers investment advisory services to the Fund. Details concerning the Fund’s investment criteria are set forth in its Governing Documents. The Firm offers limited partnership interests in the Fund (“Interests”) to investors who are “accredited investors” under the U.S. Securities Act of 1933, as amended, and “qualified clients” under the U.S. Investment Advisers Act of 1940, as amended. An investor whose subscription for an Interest is accepted by the General Partner will become a limited partner in the Fund (each, a “Limited Partner,” and collectively, the “Limited Partners”) and will make a one-year capital commitment (a “One-Year Commitment”), a two-year capital commitment (a “Two-Year Commitment”), a three-year capital commitment (a “Three-Year Commitment”), a five-year capital commitment (a “Five-Year Commitment”) or an evergreen capital commitment (an “Evergreen Commitment” and, collectively with the One-Year Commitments, the Two-Year Commitments, the Three-Year Commitments and the Five-Year Commitments, the “Commitments”) to the Fund. The minimum initial commitment amount to participate in a One-Year Commitment is $500,000, the minimum initial commitment to participate in a Two-Year Commitment is $1 million, the minimum initial commitment to participate in a Three-Year Commitment is $1.5 million, the minimum initial commitment amount to participate in a Five-Year Commitment is $10 million, and the minimum initial commitment amount to participate in an Evergreen Commitment is $25 million; provided, in each case, that the Firm may permit a Limited Partner to participate with a lesser initial commitment amount. The Firm also provides non-investment advisory consulting services, including corporate development, strategy, and other consulting services, pursuant to a consulting agreement with an SEC-registered investment adviser.

In general, the Firm does not charge performance-based fees to Managed Accounts. The Firm or an affiliate charges performance (e.g., carried interest) fees to the Fund. Such compensation arrangements are subject to negotiation with the Limited Partners of the Fund and generally entitle the Firm or an affiliate to a percentage of the profits of the applicable Fund (or investment). In connection with the Fund’s initial closing, which occurred in January 2022, the Principal and two initial Limited Partners made Five-Year Commitments (each as defined below). In consideration of such seed investments, a vehicle owned by the initial Limited Partners was admitted to the Fund as a “Special Limited Partner” and participates in a portion of carried interest and Advisory Fee otherwise payable to the General Partner and the Firm, respectively. Such performance-based fees create an incentive for the Firm to recommend investments that could be riskier or more speculative than those that would be recommended under a different compensation arrangement. Such compensation arrangements also create an incentive to favor higher fee-paying Clients over other Clients in the allocation of investment opportunities. The Firm has investment allocation procedures designed to allocate investment opportunities among its Clients in a fair and equitable manner and to prevent this conflict from influencing the allocation of investment opportunities among Clients. The Fund generally has the first opportunity to invest in any private investment opportunity that a Client would otherwise consider. If the Fund declines, one or more Managed Account Clients may independently invest in the opportunity. However, certain Managed Account Clients may independently pursue private investment opportunities without presenting them to the Fund. This arrangement may create conflicts of interest, as certain opportunities may not be available to all Clients.

Affiliates of the Firm serve as the General Partner to the Fund. Certain members of the Investment Committee are also principals of the General Partner or their affiliates. The Firm has been retained by the General Partner to serve as the investment adviser and/or investment manager and is responsible for the management of Fund assets. The Principal, certain Raga supervised persons, or other related persons have a material investment in the Fund and any related or successor vehicles. Therefore, the Firm may be considered to participate in transactions effected for those Clients. The foregoing relationships, fees, and actual or potential conflicts of interest arising therefrom are disclosed in the applicable Fund’s offering document. As noted above, subject to a suitability determination, the Firm may recommend that Managed Accounts invest in the Fund or other vehicles advised by the Firm. Recommendations to invest in those vehicles present an apparent conflict as the Firm stands to earn compensation when an investment in an unrelated vehicle may be more suitable. Determinations as to the suitability of such recommendations are made without regard to the compensation the Firm may earn. The Firm also provides non-investment advisory consulting services, including corporate development, strategy, and other consulting services, pursuant to a consulting agreement with an SEC-registered investment adviser.

Personal Trading The Firm has adopted a Code of Ethics pursuant to Rule 204A-1 under the Advisers Act that is predicated on the principle that the Firm owes a fiduciary duty to its Clients. Accordingly, supervised persons of the Firm must disclose or avoid activities, interests, and relationships that run contrary (or appear to run contrary) to the best interest of the Clients. The Firm will provide a copy of its Code of Ethics to Clients and prospective Clients upon request. The Firm’s supervised persons, as defined by Rule 204A-1, must have pre-clearance for all transactions involving initial public offerings, private placements, and certain publicly traded securities before completing such transactions. The Firm may disapprove any proposed transaction, particularly if the transaction appears to pose a conflict of interest or otherwise appears improper. The Firm also endeavors to maintain current and accurate records of all personal securities accounts of its supervised persons in an effort to monitor all such activity. The Firm, its supervised persons, and/or related entities have an investment in each Fund. For example, the General Partner of each Fund is solely owned by the Firm’s Principal and affiliates. In addition, the Principal participates in the Fund’s investment program by agreeing to make a capital commitment to the Fund. Therefore, the Firm, its supervised persons, or a related entity may indirectly participate in transactions effected for the Funds. The Firm also permits its supervised persons to trade in the same securities as those held by Clients. Potential conflicts arise when supervised persons buy or sell the same securities the Firm buys or sells for Clients. For instance, if supervised persons have knowledge of pending Client trades that could impact the market price of a security, they could time their transactions to receive a better price than that of the Clients. The Firm closely monitors personal trading activities to ensure that supervised persons do not place personal interests ahead of the Clients. For the avoidance of doubt, supervised persons are not permitted to participate in aggregated trades with Client accounts unless they are also a Client of the Firm. Members of the Firm’s Investment Committee are also Managed Account Clients and Limited Partners, and in certain cases, Special Limited Partners, in the Fund which presents potential conflicts of interest, including but not limited to: • Influence Over Investment Decisions. Investment Committee members participate in evaluating and

approving Fund investments, including companies where Managed Accounts or other Limited Partners in the Fund may have pre-existing investments. This dynamic could lead to investment decisions that benefit certain Clients or portfolio companies more than others. When an investment opportunity involves a company in which an Investment Committee member holds an interest, the Firm seeks to ensure objective decision-making and mitigate potential conflicts of interest. Depending on the nature and materiality of the conflict, these measures may include escalation and review by the Chief Compliance Officer, recusal of the Investment Committee member from final voting, and/or assembly of an advisory committee of unaffiliated Limited Partners to discuss the conflict of interest as it relates to the Fund.

• Differing Interests Between Managed Accounts and the Fund. Managed Account Clients and the Fund

may have varying investment objectives, liquidity needs, or risk profiles, potentially leading to conflicts in prioritization and allocation. The Firm evaluates and documents potential conflicts before proceeding with investments and provides transparency to Limited Partners of the Fund as needed. Further, the Firm maintains an allocation policy to ensure fair and equitable distribution of investment opportunities across Managed Account Clients and the Fund based on strategy fit and Client objectives.

• Access to Non-Public Information. Investment Committee members may receive access to material

non-public information about Fund investments that is not otherwise made available to other Limited Partners. Clients serving on the Investment Committee could therefore receive information that could impact their Managed Account holdings. The Firm enforces policies to prevent the misuse of material non-public information and monitors compliance with fiduciary obligations through ongoing oversight by the Chief Compliance Officer.

In certain instances, other Managed Account Clients may have pre-existing investments in private companies that the Fund is considering for investment. This overlap creates a potential conflict of interest, as the Fund’s decision to invest in such companies could impact valuation, liquidity, governance rights, or other financial considerations that may benefit the Managed Account Clients.

Brokerage transactions for Managed Account Clients are generally executed through a broker-dealer or custodian selected by the Client. This practice is known as “Client-Directed Brokerage,” which means the Client, rather than the Firm, selects and directs the use of a particular broker-dealer or custodian for execution of transactions in the Client’s account. Clients could pay more for trade execution than they would if they did not direct brokerage arrangements because of the Firm’s inability to negotiate commission rates or seek more favorable execution terms or to evaluate the execution quality of such brokers. Also, the fact that the Firm may not be able to aggregate orders for Client-Directed Brokerage accounts could result in less favorable execution and/or commissions for such Client accounts. In addition, the Firm’s inability to aggregate trades with other accounts may result in Clients receiving different pricing or execution than would otherwise be achieved through block trading. The Fund invests primarily in privately held companies. However, if the Fund transacts in publicly traded companies, such investments will be subject to the principles of best execution. In seeking best execution, the Firm generally selects such broker-dealers based upon factors that include the quality of execution, expertise in particular markets, the broker-dealer’s reputation, experience and financial stability, commission rates, the accuracy of reporting, and other factors that are deemed relevant under the circumstances. Certain broker-dealers may offer other products or services to the Firm, which gives the Firm an apparent incentive to use certain broker-dealers. This creates a potential conflict of interest because the Firm may have an incentive to select a broker-dealer that provides such additional products or services. The Firm is, however, committed to obtaining best execution in all trading activities consistent with its fiduciary duty. Notwithstanding this potential conflict, the Firm seeks to obtain best execution in all trading activities consistent with its fiduciary duty. The Firm does not currently maintain any soft dollar arrangements.

The Firm does not directly or indirectly compensate any person, who is not a supervised person, for Client referrals. Accordingly, the Firm does not currently enter into solicitor or promoter arrangements within the meaning of Rule 206(4)-1 under the Investment Advisers Act of 1940. If the Firm were to enter into any such referral or promoter arrangements in the future, it would do so in compliance with applicable law, including required written agreements and disclosures to Clients.

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

The Fund is monitored on a regular basis by the Investment Committee and senior investment professionals of the Firm. Typically, reviews are conducted at least quarterly, and most often include a review of the performance of the investments in the portfolio, diversification of the assets, exposures to market and other risks. Reviews may also be conducted on an ad hoc basis in response to unusual market conditions or other relevant events. In addition, the Firm provides each Limited Partner in the Fund with: (1) annual audited financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) and (2) annual statements reflecting the net asset value of the Limited Partner’s interest in the Fund. The Firm conducts regular meetings with Managed Account Clients to discuss their accounts. Managed Account Clients receive periodic reports from the Firm regarding their accounts or specific holdings. Clients generally receive monthly or quarterly custodial statements directly from their custodian(s) for publicly traded securities and statements from third-party fund administrators with respect to investments in Third-Party Funds.

When applicable, Client assets are held in custody by unaffiliated broker-dealers or banks. However, the Firm meets the definition of “custody” under Rule 206(4)-2 of the Investment Advisers Act of 1940 (the “Custody Rule”) with respect to certain Client accounts. Fund Custody An affiliate of the Firm serves as the General Partner of the Fund and is deemed to have custody of the Fund’s assets. To comply with the Custody Rule and to provide meaningful protection to Limited Partners, the Fund is subject to an annual financial statement audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”). The audited financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) and are distributed to Limited Partners within 120 days of the Fund’s fiscal year end. Managed Account Custody With respect to certain Managed Account Clients, the Firm may be deemed to have custody because it has the authority to debit advisory fees directly from Client accounts. In such cases, the Firm relies on the fee-deduction provisions of the Custody Rule. Clients receive account statements directly from their custodian(s) at least quarterly and are encouraged to review those statements carefully and compare them to any reports provided by the Firm. In addition, the Firm may be deemed to have custody of certain Managed Account Client assets as a result of bill-pay authority or standing letters of authorization (“SLOAs”) that permit the Firm to direct the Client’s custodian to disburse funds on the Client’s behalf. In these instances, the Firm has implemented policies and procedures designed to comply with the Custody Rule, including arranging for an annual surprise examination by an independent public accountant to verify Client assets, where required. The Firm does not otherwise maintain custody of Client assets.

The Firm does not have discretionary authority to manage securities accounts on behalf of Managed Account Clients. While the Firm makes investment recommendations to the Managed Accounts, the Client retains ultimate decision-making authority with respect to the purchase and sale of securities. The Firm manages the Fund on a discretionary basis in a manner consistent with the Fund’s investment objectives, guidelines and restrictions as set forth in the Governing Documents. Limited Partners of the Fund generally do not have the authority to limit the Firm’s discretionary authority.

Managed Account Clients specifically retain proxy voting authority in investment management agreements. Managed Account Clients should receive their proxies or other solicitations directly from their custodians or transfer agents. However, the Firm is available to consult on shareholder matters or vote proxies on behalf of Managed Account Clients, upon request. The Fund may invest in securities for which proxy votes or corporate actions may be required. Proxies and other actions requiring a vote by the Fund will be reviewed on an individual basis and generally voted with management, unless it is not deemed to be in the best interest of the Clients. In cases where the Firm does not vote with management, the reasons for the vote will be documented and maintained in accordance with the Firm’s recordkeeping requirements. If a vote presents a material conflict of interest, such as a conflict between the interests of a Client and those of the Firm or its affiliates, the Firm will take steps designed to address the conflict in a manner consistent with its fiduciary duty, which may include disclosure to the affected Client and obtaining consent, voting in accordance with an independent third-party recommendation, or other appropriate action. Clients may request a copy of the Firm’s proxy voting policies and procedures by contacting the Firm. In addition to the Firm’s voting policy referenced above, managers of Third-Party Funds in which Clients invest generally will vote proxies for investments made by those Third-Party Funds, and the Firm does not control such voting decisions.

The Firm is not required to provide financial information in this Brochure because the Firm: (i) does not require or solicit prepayment of more than $1,200 in fees six months or more in advance; (ii) is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its Clients; and (iii) has not been the subject of a bankruptcy petition.