Trilantic Capital Management L.P.

TCM is an independent private equity firm with a principal place of business in New York City, New York (opened in April 2009), with additional office space in Austin, Texas. TCM’s advisory business is conducted through TCM’s New York City and Austin offices. TCM’s strategy is to make control or significant minority equity and equity-oriented investments primarily in middle-market companies with the objective of achieving appropriate risk-adjusted returns. TCM seeks to partner with management teams, entrepreneurs, and/or family owned businesses. TCM focuses primarily on investing in companies in target industry sectors in which TCM’s investment team has significant resources and expertise, within the buyout/growth capital private equity asset class. TCM manages its Clients (as defined below) on a discretionary basis. As of December 31. 2025, TCM managed $5.89 billion of regulatory assets under management across four middle-market private equity funds and their respective related vehicles, representing $7.21 billion of aggregate capital commitments of Clients. Historically and since its founding, TCM has managed seven middle-market private equity fund families with overall aggregate capital commitments of $11.0 billion. As of the date hereof, TCM Clients include the following collective investment vehicles to which it serves as an investment manager: (i) Trilantic Capital Partners V (North America) L.P. (together with certain related parallel investment vehicles and alternative vehicles, “Fund V North America” or “Fund V NA”); (ii) Trilantic Capital Partners VI (North America) L.P. (together with certain related parallel investment vehicles and alternatives vehicles, “Fund VI North America” or “Fund VI NA”); (iii) Trilantic Energy Partners II (North America) L.P. (together with certain related parallel investment vehicles and its alternative vehicles, “TEP II North America” or “TEP II NA”); (iv) Trilantic Capital Partners VII-A (North America) L.P. (together with certain related parallel and feeder investment vehicles, “Fund VII North

America” or Fund VII NA”); (v) Trilantic Capital Partners Prime (North America) L.P. (“TCP Prime”) and (vi) Trilantic Capital Partners VI CV (North America) L.P. (together with its parallel investment vehicle, “Fund VI CV North America” or “Fund VI CV NA”). Further, TCM provides limited investment advice to certain co-investment vehicles of its Clients, including to (x) a co-investment vehicle of Fund VI NA, which invests in and disposes of investments on a parallel basis with certain investments of Fund VI North America; and (y) certain special purpose vehicles of Fund V North America, as well as co-investment vehicles to Fund V North America, Fund VI North America, Fund VII North America and/or TEP II North America that invest in single portfolio companies (such co investment vehicles in subclauses (x) and (y), together with Fund V North America, Fund VI North America, TEP II North America, Fund VII North America, TCP Prime and Fund VI CV NA, the “Clients”). All of the aforementioned co-investment vehicles are managed on a fee-free, carried interest-free basis or are managed with reduced management fees and/or carried interest, or have been charged different fees, such as a commitment-based fees. TCM previously managed Trilantic Capital Partners III L.P. and its parallel funds, which was fully liquidated and terminated as of December 31, 2018, Trilantic Energy Partners (North America) L.P., which was fully liquidated and terminated as of March 25, 2024 and Trilantic Capital Partner IV L.P., which was fully liquidated and terminated on December 31, 2025. TCM was formed under the laws of the State of Delaware on April 3, 2009, as a limited liability company, and converted to a Delaware limited partnership on January 1, 2014. In April 2009, TCM, together with Trilantic Capital Partners L.P. Inc., a Guernsey limited partnership (“Trilantic Europe”) and certain affiliates of each of them (collectively, “Trilantic”) completed the acquisition of Lehman Brothers Merchant Banking (“LBMB”) from the estate of Lehman Brothers Holdings Inc. (“Lehman Brothers”). The acquisition was executed in partnership with Reinet Investments S.C.A. (“Reinet”), an investment vehicle listed on the Luxembourg Stock Exchange. At the time of the acquisition, Reinet Fund S.C.A. F.I.S (a wholly-owned subsidiary of Reinet) and certain of its affiliates acquired a minority non-operating economic interest in TCM and certain of its affiliates, and certain affiliates of Trilantic Europe in connection with the transaction; as of the date of this submission, subject to certain investment rights, Reinet does not own such non-operating economic interests in TCM or its affiliates (or Trilantic Europe), provided that Reinet retains certain limited partnership interests in affiliated general partners and its designees serve on the investment committees of certain Clients. TCM has been registered with the SEC as an investment adviser since January 2010 and its owners are Charles Ayres (Chairman and member of TCM’s Executive Committee) and E. Daniel James (Chief Executive Officer and member of TCM’s Executive Committee). In addition to Charles Ayres and E. Daniel James, the other investment partners and senior advisors of TCM provide advice and guidance on the various Firm matters and industry sectors in which TCM Clients invest. These Partners and Senior Advisors include: Charles Fleischmann (Partner and member of TCM’s Executive Committee), Jeremy Lynch (Partner and member of TCM’s Executive Committee), Christopher R. Manning (Senior Advisor and Chairman of Trilantic Energy Partners), Ted Rosenwasser (Partner and member of TCM’s Executive Committee), and Li Zhang (Partner). On January 1, 2022, Christopher R. Manning and other members of TCM that focused on investments in the energy sector launched a new advisory firm, Greenbelt Capital Management L.P. (“Greenbelt” or “GCM”), which is separately registered as an investment advisor with the SEC, and which relies on certain aspects of TCM’s “back office” and “middle office” infrastructure through a bi-lateral consulting agreement. At the time of the launch of Greenbelt, Mr. Manning stepped down as Managing Partner of the Firm, but as of the date of this filing continues to be a Senior Advisor and associated person of the Firm. Mr. Manning’s change in role has not affected, nor is it expected to affect, or be relevant to, the operations of funds launched since his departure, as such funds do not and will not invest in upstream energy investments. The rest of the energy team were advisors, shared employees and associated persons of the Firm from January 1, 2022 through December 31, 2024. Mr. Manning and his team continue to oversee all existing energy-sector investments of Fund VI North America, TEP II North America and certain of their co-investment vehicles through subadvisory agreements entered into between TCM and GCM as of January

1, 2025. The Firm relies on certain aspects of GCM’ s “back office” and “middle office” infrastructure through a bi-lateral consulting agreement. Accordingly certain associated persons of the Firm are also associated persons of GCM. TCM primarily serves as an investment manager to funds with multiple investors that invest in multiple assets, although certain continuation vehicles and co-investment funds and parallel funds have been formed for single investors and/or for a single asset. Fund V North America and Fund VI North America were organized to make control or significant minority private equity investments in North America primarily in the business services, consumer and energy sectors. Fund VII North America was organized to make control or significant minority private equity investments in North America, primarily in the business services and consumer sectors. TEP II North America was organized to make control and significant minority private equity investments in energy related companies in North America. Fund VI CV North America was organized primarily as a continuation vehicle of Fund VI North America, as well as to make certain limited control or significant minority private equity investments in North America, primarily in the business and consumer services sectors. TCM formulates the investment objective for each Client, directs and manages the investment and reinvestment of each Client’s assets, and provides periodic reports to investors in each Client, in accordance with each Client’s governing documents. Investment advice is provided directly to each Client, and not individually to the investors of the Clients. TCM manages the assets of each Client in accordance with the terms of the governing documents applicable to each Client. Investors in Clients (generally referred to herein as “investors” or “limited partners”) participate in the overall investment program for the applicable Client, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the governing documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between TCM and any investor. TCM originates and recommends investment opportunities for Clients, identifies sources of capital for prospective and existing portfolio investments, structures, monitors and evaluates portfolio investments, recommends the manner and timing of dispositions of portfolio investments and provides certain other services (including certain administrative services necessary for the operation of Clients) related thereto. Specifically, TCM generally renders the following services in connection with the Clients’ investment programs: • • • • • •

analysis and investigation of potential portfolio companies, including their business, operations, management, financial condition, competitive position and prospects for future performance; analysis and investigation of potential dispositions of portfolio investments, including identification of potential acquirers and evaluation of offers made by such potential acquirers; structuring of acquisitions and dispositions of portfolio investments; identification and arranging of sources of capital and other financing for portfolio investments and portfolio companies; supervision of the preparation and review of all documents required in connection with the acquisition, disposition or financing of each portfolio investment; and monitoring of the performance of portfolio companies and, where appropriate, providing advice to the management of the portfolio companies during the life of a portfolio investment.

Services to other Clients can vary, and have varied, from the services noted above based on the investment objectives of such Client. For example, a Client may be (and certain Clients (including current Clients), have been and will be) formed for a specific portfolio investment, in which case, TCM will not provide

additional investment opportunities to such Client, but will provide other services noted above in connection with the portfolio company held by such Client. In addition to the services of its own staff and advisors, TCM arranges for and coordinates the services of other professionals and consultants. TCM can engage, and has engaged, one or more subadvisors (including any affiliate) to perform investment advisory and investment management services to Clients. TCM currently engages Greenbelt as a subadvisor in respect of the remaining Energy sector investments of Fund VI NA and TEP II NA. All subadvisory fees are borne by TCM at no additional cost to Clients. Additionally, TCM could be engaged (and has in the past been engaged) to perform similar subadvisory services. In addition, as noted above, through a bi-lateral consulting agreement between TCM and GCM, both TCM and GCM have engaged a limited number of the same individuals that provide certain “back office” and “middle office” services to both firms and their Clients; however TCM does not provide investment advisory services to Greenbelt or its Clients.

Specific management fee terms differ among the Clients, and any descriptions included herein are intended as a general summary that is subject to the governing documents applicable for each Client. As of the date hereof, TCM generally earns management fees for its advisory services to Clients as follows: • •

•

•

Management fees are paid semi-annually or quarterly in advance (per the dates set forth in the governing documents applicable to the respective Client). A Client’s management fees will be calculated and charged on a basis that generally is not tied to such Client’s then-current net asset value. During the investment period of a Client, the management fees are generally an annual fee equal to a percentage of the aggregate amount of such Client’s investors’ capital commitments as of the first day of the period in respect of which the management fees are then being paid, unless otherwise reduced under the terms of the respective Client’s applicable governing documents (including via side letters). Certain Clients may in the future have a different calculation for management fees during the investment period. Certain Clients that do not have an investment period generally charge fees in the same manner as management fees are calculated post-investment period, noted below. As of the date of this brochure, the maximum capital commitment-based fee is based on a rate of 2.00% per year. After the expiration of the investment period of a Client (the “Stepdown Date”), the management fees are an annual fee generally equal to a percentage of Capital Under Management, as defined in each respective Client’s governing documents (including via side letters), which is generally calculated based on capital invested in unrealized portfolio investments on the date such management fee period begins, subject to certain adjustments specific to each Client’s governing documents. As of the date of this brochure, the maximum Capital Under Management based fee is based on a rate of 1.75% per year. As a result, the amount of management fees generally will not correspond with fluctuations in the net asset value of individual investments of a Client, including following the relevant investment period, and will not be reduced in connection with any write downs (whether temporary or permanent), except in the case of investments completely written off for U.S. federal income tax purposes (such investments, “Impaired Value Investments”). Except where the governing documents expressly provide to the contrary, management fees will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend or recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary

•

•

•

•

•

dividends or similar transactions, in each case in circumstances that do not result in the complete disposition of the relevant Client’s interest therein, and even in cases where the value of the Client’s investment or the Client’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. Due to differences in the criteria set forth in their respective governing documents, in the event where more than one Client participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Client’s governing documents but not those of one or more other Clients. The management fees generally commence accruing as of the relevant Client’s initial closing date (or a later date at the discretion of TCM) and terminate at the termination and dissolution of a Client (unless terminated earlier in accordance with each entity’s operative document, or at the sole discretion of TCM). Generally, and unless explicitly stated otherwise in the operative documents of a Client, management fees are calculated at the beginning of each management fee period, without adjustment for any activity occurring during such period, such as in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. Management fees are paid by the applicable Client to TCM. The management fee is prorated for the number of days elapsed in each payment period, and in the case of the last management fee period of a Client (the period commencing on the day after the last full management fee period, through and including the date such Client is terminated and dissolved, or, if applicable, the date an investor in a Client is fully redeemed from such Client), if such fee period is not a full six months or three months, as applicable, TCM shall refund to each limited partner the amount of the management fee paid by such limited partner allocable to that portion of such period which is subsequent to the dissolution and termination of the Client (or, if applicable, an investor’s redemption date). During the fundraise period of a Client, if an additional limited partner is admitted to the Client or an existing limited partner increases its capital commitment at a subsequent closing of such Client, such limited partner is generally obligated to pay to the Client or TCM, as the case may be, on the date of such subsequent closing (or such later date as determined by the general partner of such Client), a retroactive management fee. The retroactive management fee is calculated from the date management fees were first charged to such Client through the subsequent closing payment date applicable to such subsequent closing limited partner, plus an interest payment determined by TCM or the Client’s general partner in accordance with the terms of the governing documents of the Client. In many circumstances, the post-Stepdown Date management fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees (such as Transaction Fees) and expenses paid to third parties such as service providers (including suppliers, vendors, consultants, lenders, law firms (including Client or transaction counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles (together, “Service Providers”)), TCM or its affiliates. Further, management fees generally will not be reimbursed or refunded under the governing documents in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. Gross management fees may be, and generally have been, subject to offsets of certain fees (generally, monitoring fees, directors’ fees, set-up or origination fees and commitment fees from current portfolio companies of Clients and topping or break-up fees with respect to unconsummated portfolio investments) (“Available Fees”), as well as offsets for placement fees and excess organizational expenses, in each case, as described in each Client’s respective governing documents. Available Fees that offset management fees are more specifically defined in each Client’s governing documents. In addition, generally, with respect to a portfolio company or prospective portfolio company, Available Fees will be allocated to a Client only to the extent of such Client’s relative ownership or anticipated ownership of such portfolio company or prospective

•

portfolio company on a fully-diluted basis, or in such other manner as the general partner of such Client determines to be appropriate under the circumstances, and only such Client’s allocable portion of such fees shall offset any such fee. “Fully diluted” basis calculations generally relate to a Client’s ownership of a portfolio company’s equity, including ownership that arises from or is diluted by the conversion or exercise of certain securities based on the latest available equity value of the portfolio company at the time of such calculation. As a result, a Client will not benefit (and TCM and its affiliates are expected to retain) from the portion of any fee related to, among other items: (i) general partner, affiliated partner investor commitments; (ii) any limited partner that does not bear management fees; (iii) co-investors or potential co-investors (which could include coinvestment vehicles managed by TCM or Greenbelt, Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners); or (iv) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant. To the extent any Available Fees are non-cash fees, TCM has discretion to determine to implement the management fee offset at such time as such fees are monetized. In addition, generally, Clients that do not pay management fees or that pay reduced management fees do not get the benefit of Available Fees or other fees paid to TCM and such amounts are retained by TCM and its affiliates. TCM’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. The governing documents of each Client set forth the full list of terms under which management fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified management fee rate in the governing documents until they are reduced in the circumstances and on the date(s) specified therein.

TCM has waived, reduced or calculated differently, and is permitted to waive, reduce or calculate differently, management fees or carried interest for Clients and investors in Clients, such as current, past and prospective employees, operating partners, senior advisors (including members of the Firm’s Founders Council (the “Founders Council”)), agents, consultants, strategic co-investors (and their current, past and prospective partners, members, shareholders, employees, agents or consultants or their respective affiliates), individuals providing material business assistance to TCM or its affiliates, Service Providers, portfolio company board members, management or employees or other third parties. For example, Reinet and its affiliates, and members of certain Trilantic advisory boards, including the Founders Council members, do not pay management fees or carried interest to TCM or its affiliates or pay reduced management fees and/or carried interest. In addition, management fee rates for any specific investor within a Client deviate from the maximum rates noted above based on the size of aggregate commitments such investor, together with such investor’s affiliates, invests within a specific Client (a “size-based reduction”), or could vary (and has varied) based on when such investor invested in a Client (e.g., a “first-close reduction”). Thresholds for any management fee reductions are specific to each Client and could vary (and has varied). Certain other Clients, such as certain co-investment vehicles, also do not pay management fees and/or carried interest or pay reduced management fees and/or carried interest. In addition, members of the Founders Council, among others, have had, and could in the future have, the contractual right to co-invest in portfolio companies of a Client for which they provide material assistance (as determined by TCM or under such members contract) and would not pay management fees or carried interest on these investments. Other Fees. In addition to management fees, TCM, its affiliates or employees could also receive (and have in the past also received) the following types of fees: (i) cash and non-cash board of directors or monitoring fees from current portfolio companies; (ii) topping or break-up fees in connection with proposed but unconsummated portfolio investments; (iii) set-up or other origination fees in connection with the origination of any portfolio investment or commitment fees in connection with a Client or multiple Clients’ commitment to make an investment; (iv) disposition advisory fees, exit fees or other similar fees; (v) stock

Read the rest in the brochure

TCM’s Clients primarily invest in privately held domestic and foreign entities in industry sectors primarily in, but not limited to, business services, consumer and energy. As noted in Item 4 above, TEP II North America is limited to the energy sector and Fund VII North America invested primarily in the business and consumer services sectors. In addition, Fund IV Global has also invested in the following industries: financial services, healthcare, industrial and media. TCM seeks to maximize the Clients’ returns through investments in middle market companies. Investments of Fund V North America, Fund VI North America, Fund VII North America and TEP II North America are limited to companies in North America; investments of Fund IV Global were primarily in companies in North America, with a minority of investments in companies in Europe. TCP Prime was formed for the purpose of acquiring a single North American portfolio company. The investment strategy includes partnering with founder, family and entrepreneur-owned businesses, providing flexible capital in control or significant minority investments, portfolio diversification (other than for Clients formed for a single portfolio investment), creating value through active post-acquisition involvement, as well as commitment to risk management and mitigation (which includes prudent use of leverage and structuring investments to preserve capital). TCM targets companies with enterprise values typically ranging from $100 million to $1 billion and seeks to recommend to Clients equity investments in these companies generally ranging from $50 million to $200 million per investment; however, TCM has the authority to deviate (and has deviated in the past) from these targets. Target equity investments represent the collective target across all Clients investing in such investment. TCM’s Clients make investments via equity and equity-oriented securities, including common stock, preferred stock, debt securities purchased in connection with equity and equity-oriented investments (or which have equity-like returns), bridge financings, and temporary investments in mezzanine securities. TCM seeks to partner alongside management teams that TCM believes have a compelling vision and business strategy, a well-developed framework for execution, extensive industry and operating experience and an established performance record. TCM’s investment team has a long history of backing management teams it believes to be exceptional to acquire or form new businesses in attractive or dislocated industries. TCM seeks to recommend investments to its Clients in businesses with strong market positions, unique franchises, secure and growing market niches or distinctive products and services. TCM believes the historical performance and prospects of a business should support a reasonable valuation that permits the achievement of target investment-level return objectives. TCM places emphasis on business fundamentals and opportunities for growth rather than what it believes may appear to be bargains or undervalued assets. TCM aims to use debt financing prudently with the objective of allowing a portfolio company the flexibility to adapt to unforeseen economic conditions and to execute its business plan. TCM looks to provide an appropriate capital structure tailored to a portfolio company and the industry in which it operates. TCM’s Clients may make and have made majority or control investments and significant minority investments. Through board representation and shareholder rights, TCM requires its Clients to obtain control or significant influence over decisions that TCM believes could affect the value of an investment. In addition, TCM recognizes that environmental, social and governance (“ESG”) considerations can have a meaningful impact on an investment’s ability to generate or maintain economic value, as well as environmental and social value for itself, its Clients and Client investors, and therefore TCM considers ESG analysis an important component of its investment approach. TCM considers material ESG issues in the course of its due diligence and in the monitoring of its investments to the extent reasonably practical under the circumstances, in addition to other business issues. Finally, TCM believes an analysis of exit alternatives

is integral to the evaluation of an investment and seeks to position its Clients’ portfolio companies for sale via the public or private markets within a three to five-year time frame, but could, and has in the past, varied from this timeframe on a case-by-case basis. All investments involve a high degree of risk and the investment strategy offered by TCM could lose money over short or even long periods of time. An investment in any Client should only be considered by prospective investors who can afford a loss of their entire investment. The description contained below is a brief overview of several risks related to TCM’s investment strategy – additional and more specific risks are generally included in the private placement memoranda of Clients. General Market, Business and Management Risk. Investments in portfolio companies subject Clients to the general risks associated with the underlying businesses, including market conditions, changes in regulatory requirements, reliance on management at the portfolio company level, interest rate and currency fluctuations, equity price and/or commodity price fluctuations, general economic downturns, domestic and foreign political situations and other factors, which may or may not be known at the time of investment. Clients have incurred and may continue to incur expenses in currencies other than the U.S. Dollar and as such are exposed to currency risk if the foreign exchange rates move significantly from the date of the expense to the date of the settlement. Clients’ investments are indirectly exposed to market price risk arising from uncertainties about future values of the investments held by these entities or their subsidiaries. In addition, a Client’s strategy in some portfolio investments could be based, in part, on the premise that appropriate businesses and assets will be available for purchase by the Client at favorable prices. Further, TCM’s strategy relies, in part, on the existence of market conditions conducive to generating favorable prices during the term of a Client. No assurance can be given, however, that appropriate businesses and assets can be acquired at favorable prices as this will depend, in part, on events and factors outside the control of TCM. With respect to management at the portfolio company level, many portfolio companies rely on the services of a limited number of key individuals, the loss of any one of whom could significantly adversely affect the portfolio company’s performance. While in all cases TCM monitors portfolio company management, management of each portfolio company has day-to-day responsibility of such portfolio company. Clients’ cash is subject to credit risk of the institution where the cash is held. Clients are also subject to the credit risk of individuals or entities which have significant obligations to Clients, including obligations of Clients to other Clients, such as situations where Clients invest side-by-side in portfolio companies. Financial Services Industry Uncertainty. The U.S. financial services industry entered into a new period of uncertainty following a number of regional bank closures and receiverships in 2023 and 2024. The actual and potential consequences of these closures and receiverships include limited liquidity, defaults, nonperformance and other adverse developments amongst these financial institutions, giving rise to similar liquidity constraints and adverse developments among their transactional counterparties and customers. Concerns generally about these institutions, counterparties and customers – actual or perceived – have lead and may continue in the future to lead to market-wide liquidity problems. Specifically, in 2023, certain banks experienced liquidity constraints and/or were placed into receivership. Depositors of financial institutions that are placed into receivership may experience longer delays in accessing their funds and may suffer losses with respect to uninsured deposits. In addition, borrowers under credit agreements, letters of credit and certain other financial instruments, a financial institution that is placed into receivership by the U.S. Federal Deposit Insurance Corporation (“FDIC”) may be unable to or may be delayed in accessing undrawn amounts thereunder.

Accordingly, an investment into any Client is subject to the risk that one or more banks, investment banks, brokers, hedging counterparties, lenders or other custodians of cash and other assets with whom such Client (or one or more of its portfolio companies) does business (each, a “Financial Institution”) fail to perform their obligations or experience closure, receivership, bankruptcy or any other form of financial distress or difficulty, including insolvency (each, a “Distress Event”). Distress Events can be caused by a variety of factors, including eroding market sentiment, significant deposit withdrawals, fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, Clients and/or their portfolio companies may not be able to access deposits, draw upon borrowing facilities or have access to other services for an extended period of time or ever. For example, if any of a Client’s lenders were to be placed into receivership or bankruptcy, such Client could be unable to access existing committed credit lines. In addition, if any of a Client’s investors or other parties with whom a Client conducts business are unable to access funds or credit lines with a Financial Institution, such parties’ ability to meet their obligations to such Client or to enter into new arrangements requiring additional capital or payments to such Client could be adversely affected. In this regard, counterparties to credit agreements and arrangements with distressed banks, and third parties such as beneficiaries of letters of credit (among others), could experience direct impacts from the closure of such distressed banks. Therefore, uncertainty remains over liquidity concerns in the broader financial services industry. Similar impacts have occurred in the past, such as during the 2008-2010 financial crisis. Although deposits with an FDIC-insured bank are insured to applicable limits, which are generally $250,000 per depositor and per ownership category, and securities and cash held by certain broker-dealers are insured by Securities Investor Protection Corporation (“SIPC”), amounts in excess of the relevant insurance limit are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be attempted, and if it is, there can be no assurance that it will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. It is also possible that there will be further involvement of governmental and other regulatory authorities in financial markets in the United States and/or around the world. The economic circumstances described above could continue or worsen in the future, and changes in general economic conditions are likely to affect Client activities, as well as those of portfolio companies. For example, a Distress Event could have a potentially adverse effect on the ability of TCM to manage Clients and their investments, and on the ability of TCM, Clients and/or their portfolio companies to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. Such losses have the potential to include Clients bearing additional fees and expenses in the event Clients are not able to close a transaction (whether due to the inability to draw capital on a subscription facility provided by a Financial Institution experiencing a Distress Event, the inability or unwillingness of investors to make capital contributions or otherwise), as well the inability of Clients to acquire or dispose of investments at prices that the applicable general partner believes reflect the fair value of such investments and/or the inability of portfolio companies to fund working capital needs (e.g., payroll), fulfill obligations or maintain operations. TCM expects to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, however, there can be no assurance that such remedies will be successful, permitted under applicable law or avoid losses or delays. In addition, many Financial Institutions require, as a condition to using their services or otherwise, that its customers maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although TCM seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to Clients and their portfolio companies, TCM is under no obligation to use a minimum number of Financial Institutions with respect to Clients (and/or their portfolio companies), or to maintain account balances at or below the relevant insured amounts.

Read the rest in the brochure

TCM provides and expects to provide investment advisory and investment management services to private pooled investment vehicles, certain special purpose vehicles and co-investment vehicles, with current Clients described in Item 1. TCM could and does also provide investment advisory and investment management services to Clients that are not pooled investment vehicles (“funds of one”) and which are generally considered separately managed accounts for purposes of Form ADV. Investors in the Clients could include a variety of institutional and high net worth investors, but investment in Clients is limited to investors that meet certain financial sophistication requirements. The minimum capital commitment for an investor in a Client is outlined in each respective Client’s governing documents or is otherwise determined on a case-by-case basis. Generally, the minimum commitment for third party investors in Clients has been set at $5,000,000 or $10,000,000 (or $1,000,000 for certain parallel vehicles of the Clients); however, TCM has the authority to deviate (and has deviated in the past) from these minimum commitments. In addition, Clients, TCM or Client general partners or managing members could enter (and have entered) into separate agreements, commonly referred to as “side letters”, with certain investors, to waive or supplement certain terms, or allow such investors to invest on different terms than those specifically described in the offering documents. Side letters are confidential and not shared with all investors. Investors are required to make certain representations when investing in a Client, including but not limited

to representing that (i) they are acquiring an interest for their own account, (ii) they received or had access to all information they deemed relevant to evaluate the merits and risks of the prospective investment, and (iii) they have the ability to bear the economic risk of an investment in the applicable Client.

The Clients are generally subject to a carried interest of up to 20% of profits on distributions derived from the disposition of investments. Such carried interest is generally distributed by the Clients to the general partners of the Clients, which are related persons of TCM. The foregoing performance-based carried interests are generally subject to the achievement of an annual rate of return on certain amounts of unreturned capital contributions of investors (subject to certain adjustments, in accordance with each Client’s governing documents). TCM and its related persons, in their sole discretion, are permitted to waive, reduce or calculate differently (and have waived, reduced and/or calculated differently), the carried interest for certain Clients or certain investors of a Client. Although carried interest may align the interests of TCM’s key investment professionals with those of the Clients, carried interest also creates an incentive for TCM to recommend, and the general partner or managing member of each respective Client to make, more speculative investments and/or different decisions regarding the timing and manner of the realization of such investments than would be made if such carried interest were not allocated to the general partner. TCM seeks to address these conflicts through (i) careful review of investment opportunities by Client screening committees and - investment committees, (ii) disclosure of investments to limited partners by way of written notices and quarterly reports, and (iii) equity investments by a number of TCM’s investment professionals directly, or indirectly (through the general partners or parallel partnerships) in Clients. In addition, the governing documents of the Clients and general partners that provide performance-based carried interest have “clawback” and vesting provisions. Certain Clients, by their terms, invest together and are subject to TCM’s internal investment allocation guidelines. In addition, certain Clients that are co-investment entities, invest alongside other Clients and are subject to TCM’s internal investment allocation guidelines. Please see Item 10 and Item 11 for certain conflicts of interests that could arise from the management of Clients that invest side-by-side in the same securities or otherwise transactions among Clients.

As described in Item 4 above, related persons of TCM serve as a general partner on behalf of the Clients and receive carried interest. Subadvisory Arrangements Trilantic Europe is a Europe-based private equity firm, which was the investment subadvisor of certain past Clients of TCM and is currently the advisor of certain other private funds. Trilantic Europe operates independently of TCM; however, in addition to the past subadvisory arrangement noted in the preceding sentence, TCM and Trilantic Europe have certain shared governance with respect to certain Clients and Fund IV Europe. With respect to the shared governance, the Chairman of Trilantic Europe, the Chairman, the Chief Executive Officer and a Senior Advisor of TCM and two Reinet designees were members of the investment committee that made investment decisions on behalf of Fund V North America (provided that as of the date hereof, the investment committee of Fund V North America is comprised of the Executive Committee of the Firm and two Reinet designees). The investment period of Fund V North America has expired; however, such Client could continue to make follow-on investments in existing portfolio companies or their affiliates, in accordance with such Fund’s operative documents. Additionally, Greenbelt, a U.S.- based private equity firm and investment adviser registered with the SEC, is the investment subadvisor of TEP II NA and Fund VI NA and Fund VI CV NA (with respect to their remaining Energy sector investments), and the advisor of certain other private funds, including funds that co-invest alongside Clients. Greenbelt operates independently of TCM, however as mentioned below, certain “back office” and “middle office” TCM personnel provide Greenbelt with everyday support, and certain Greenbelt employees remain as senior advisors of TCM and/or have economics relating to Clients. Shared Personnel As a result of the arrangement between TCM and Greenbelt described in Item 4, through a bi-lateral consulting agreement between TCM and Greenbelt, Greenbelt and TCM both employ a limited number of individuals that provide certain “back office” and “middle office” services to TCM, Greenbelt and their Clients. Additionally, Christopher Manning continues to serve as an adviser to certain TCM clients (collectively with the individuals both employed by TCM and Greenbelt through the bi-lateral consulting agreement, the “Shared Personnel”). Shared Personnel could have conflicts of interest in allocating their time and services among Clients and Greenbelt clients which would reduce the time and attention that certain personnel would otherwise be able to devote to the investments and operations of TCM. Shared Personnel and one or more of their respective affiliates could have conflicts of interest in allocating their time and services among Clients. For example, certain Shared Personnel will spend a significant amount of their business time on Greenbelt existing and future Clients, or portfolio companies of existing and future Greenbelt clients, and TCM’s other potential business activities, if any. It is possible that the investments held by one Client may be in competition with or otherwise conflict with those of another Client. In addition, certain Clients co-invest alongside Greenbelt Clients in the same portfolio company. With respect to the Chief Executive Officer of Greenbelt, such individual has no obligation or duty to refer investment opportunities to TCM, and in fact, has an obligation to refer potential investment opportunities to Greenbelt. The possibility exists that the companies with which one or more of TCM’s personnel is involved could engage in transactions that would be suitable for a Client, but in which a Client might be unable to invest. In addition, TCM’s personnel are generally allowed to invest in public and private securities, subject to certain pre-clearance requirements. Although personnel are not allowed to trade in securities in which a Client holds an existing interest, this trading policy could and has resulted in situations where an employee could have interests in a company prior to a Client’s investment in such company, or

prior to the commencement of such company’s business dealings with a Client’s portfolio company. Conflicts are expected to arise as a result of such activities and in the allocation of management resources. Portfolio Company Involvement TCM personnel and certain Greenbelt personnel that are investment professionals currently serve, and intend, from time to time, to serve, as directors, or serve as observers, or acquire observer rights, with respect to portfolio companies of Clients, the securities or other financial instruments of which are purchased on behalf of one or more Clients. In the event that TCM (i) obtains material non-public information with respect to the issuer of any such securities or other financial instruments as a result of any of the foregoing activities, or (ii) is subject to trading restrictions pursuant to the internal policies of such issuer, the Clients could be prohibited from engaging in transactions with respect to the securities or other financial instruments of such issuer. Such a prohibition may have an adverse effect on the Clients. Conflicts of interest could also arise where TCM personnel serve as directors of, or in similar governance roles for, Clients’ portfolio companies. For example, portfolio company board members frequently have the right to approve compensation and/or other amounts payable to third parties, including to TCM and/or its affiliates. Except to the extent such amounts are Available Fees subject to a Client’s governing documents’ offset provisions (as set forth in Item 5), such compensation would be in addition to any management fees paid by a Client to TCM and could result in a conflict of interest that may have an adverse effect on the Clients. In addition, in those instances where a Client is not the sole shareholder of the applicable portfolio company, in addition to any duties such person may owe to such Client, as directors of or in similar governance roles for portfolio companies, such persons may owe duties to the other shareholders of such portfolio companies, including fiduciary duties, which in many cases may be other Clients, and to persons other than Clients. In general, such positions are often important to a Client’s investment strategy and may have the effect of enhancing the ability of TCM to manage investments. However, such positions may have the effect of impairing a Client’s ability to sell the related securities when, and upon the terms, it may otherwise desire. In addition, such positions may place TCM personnel in a position where they must make a decision that is either not in the best interests of a Client or not in the best interests of the other shareholders of the portfolio company. Should such personnel make a decision that is not in the best interest of such other shareholders of a portfolio company, such decision may subject TCM or a Client to claims that they would not otherwise be subject to as an investor, including claims of breach of the duty of loyalty, securities claims and other director-related claims. In addition, because of potential conflicting duties, TCM could be restricted in choosing investments, which could negatively impact returns received by the Clients. The list of current board directorships of key TCM personnel is available on TCM’s website. In addition, the biographies of the Executive Committee of TCM are available on the brochure supplement, Form ADV Part 2B. Familial Relationships The spouses or other family members of TCM’s personnel could (and have), from time to time, be employed by other financial institutions engaged in the same or similar business as TCM, Clients and/or their respective portfolio companies, or vendors, advisors or customers thereto. Such familial relationships could give rise to conflicts of interest with respect to a variety of matters, including, among other things, the selection of vendors, advisors or customers.

Allocation of Investment Opportunities TCM will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Clients in an appropriate manner, as required by the governing documents of its Clients, although the Clients and their respective investments will place varying levels of demand on these over time. In the ordinary course of TCM conducting its activities, the interests of a Client likely will conflict with the interests of TCM, one or more other Clients, portfolio companies or their respective affiliates in certain circumstances. Certain of these conflicts of interest are discussed herein. As a general matter, TCM will determine all matters relating to structuring transactions and Client operations using its reasonable judgment considering all factors it deems relevant, but in its sole discretion, subject in certain cases to the required approvals by the LP Advisory Committees of the participating Clients. With respect to Clients that pursue multiple investments, until the time that the relevant general partner is permitted under a Client’s governing documents to commence a successor Client, substantially, all appropriate investment opportunities that meet the Client’s investment criteria will be pursued by TCM principals for the benefit of such Client, subject to certain limited exceptions set forth in the governing documents of the Clients and TCM’s internal allocation guidelines and procedures. In addition, the governing documents provide TCM with authority to make determinations such as the cessation of a Client's investment period and the commencement of a successor Client (including timing determinations relating to each of the foregoing). Such determinations generally dictate whether a predecessor or successor fund will be allocated investment opportunities and therefore TCM faces conflicts of interest in making such determinations. To the extent more than one Client has available capital remaining for new investments, TCM’s internal allocation guidelines generally provide for the allocation of such investments in a manner that TCM believes to be fair and equitable, although as discussed below, there can be no assurance that any one Client will receive any specific allocation of investments or a favorable allocation of investments. TCM personnel reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or similar arrangements, and to pay or receive compensation relating to the foregoing. TCM’s principals and TCM’s investment staff will continue to manage and monitor such investments until their realization. Such other investments that TCM principals expect to control or manage generally have the potential to compete with companies acquired by a Client. Following the investment period of a Client, TCM principals reserve the right to, and likely will, focus their investment activities on other opportunities and areas unrelated to such Client’s investments. To the extent an investment opportunity is received that is unsuitable for a Client, in TCM’s sole discretion, TCM and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. Unless restricted by the governing documents, TCM personnel are permitted to serve on boards or act in other roles unaffiliated with TCM, the Clients or their portfolio companies, including boards of charitable and educational institutions, public companies and former portfolio companies, and receive compensation in connection with such services and roles, none of which will offset or otherwise reduce management fees. TCM may be presented with certain investment opportunities that would be suitable for multiple Clients or other investment vehicles operated by advisory affiliates of TCM or third parties, including GCM. In determining which investment vehicles should participate in such investment opportunities, TCM and its affiliates are subject to conflicts of interest among such investment vehicles. Except as required by the governing documents, TCM is not obligated to recommend any investment to any particular Client. Investments by more than one Client in a portfolio company also have the potential to raise the risk of using assets of one Client to support positions taken by other Clients. TCM must first determine which Client(s) will, or are required to, participate in the relevant investment opportunity. TCM generally assesses whether an investment opportunity is appropriate for a particular Client based on the governing documents of such Client, as well as factors including, but not limited to,

Read the rest in the brochure

Transactions and Personal Trading TCM has adopted a Code of Ethics pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the :Advisers Act”) that is predicated on the principle that TCM owes a fiduciary duty to its Clients. Accordingly, employees of TCM must disclose or avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interest of Clients. A copy of the Code of Ethics will be provided to any investor or prospective investor upon request to the CCO, at ir@trilantic.com. However, TCM reserves the right to refine and modify the Code and its other policies and procedures over time. No investor or prospective investor should invest with TCM on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Clients or the expenses borne thereby. To avoid any potential conflicts of interest, TCM’s Code of Ethics requires employees to, among other things: • • • • • •

Act with integrity, competence, dignity, and in an ethical manner with the public, Clients, prospects, and third-party service providers; Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, trading, promoting TCM’s services, and engaging in other professional activities; Adhere to a fundamental standard that employees do not take inappropriate advantage of their position; Avoid or disclose any actual or potential conflict of interest; Conduct all personal securities transactions in a manner consistent with TCM’s Code of Ethics; and Comply with applicable provisions of the federal securities laws.

TCM’s Code of Ethics also governs the ownership of securities by TCM personnel and Shared Personnel who have access to non-public information regarding the purchase or sale of securities by TCM Clients or are involved in making investment recommendations (or have access to such recommendations) and certain of their family members (such personnel and their applicable family members, “Access Persons”). Such Access Persons are required to, among other things: (1) pre-clear certain personal securities transactions, (2) report certain personal securities transactions on at least a quarterly basis, and (3) provide TCM with a detailed summary of certain holdings (both initially upon commencement of employment and annually thereafter) over which such Access Persons have a direct or indirect beneficial interest. While the Code of Ethics generally permits Access Persons to beneficially own and transact in securities, Access Persons must do so in a manner consistent with TCM’s obligations to its Clients, among other things. Accordingly, Access Persons will generally be restricted from transacting in securities of a portfolio company owned by a Client; provided, that (x) securities received by an Access Person as director’s fees, if any, may be sold by such Access Person contemporaneously with any sale by a Client of such securities, and (y) Access Persons may be permitted to participate in directed share programs whereby such Access Persons could acquire securities of a portfolio company during a public offering of such portfolio company, provided that TCM determines, in good faith, that it would not have been suitable for a Client to acquire such securities. The acquisition of portfolio company securities by an Access Person in a directed share program generally will not be considered to create a material conflict of interest as long as such Access Person (i) owns less than 5% of the outstanding equity securities of the portfolio company and (ii) is restricted from selling such securities until after the Clients have disposed of all interests in such portfolio company. If securities are

not issued by a portfolio company and are not on any restricted list held by Trilantic North America, Access Persons generally will not have material non-public information relating to such securities and consequently will be permitted to transact in such securities as long as no investment opportunity is being misappropriated. Conflicts could nevertheless arise (and have arisen) if the issuer of such securities is subsequently identified as a potential portfolio company by a Client. To determine whether such a conflict is material, TCM will review a variety of factors, including whether such Access Person controls the company in question, the amount of such securities held by such Access Person, the timing of the purchase of such securities and the manner in which such Access Person received the investment opportunity. Generally, if an Access Person owns less than 5% of the outstanding equity securities of a potential portfolio company, does not otherwise control the company, did not transact in the securities once such Access Person knew of a Client’s interest in such company and did not receive the investment opportunity as a function of his or her employment with TCM, then the ownership by such Access Person of such company will not be considered a material conflict of interest. TCM and/or its affiliates reserve the right to employ or engage personnel with pre-existing ownership interests in portfolio companies owned by the Clients. If a Client acquires as a portfolio company any company whose securities are beneficially owned by an Access Person, such Access Person must disclose such ownership to the Chief Compliance Officer to facilitate ongoing monitoring for potential conflicts of interest. TCM will endeavor to monitor personal securities holdings and trading of Access Persons to identify potential conflicts of interest. While TCM will aim to resolve such conflicts of interest in a manner it determines to be fair and reasonable under the circumstances over time, there can be no assurance that any such conflicts of interest will be resolved in a manner that is fair and equitable to any or all Clients. TCM and/or the respective general partners will generally participate in a Client’s investment program by agreeing to commit a certain percentage of a Client’s total capital commitments or a certain amount as defined in such Client’s governing documents. Therefore, TCM, its employees or a related entity economically participate in transactions effected for Clients. In addition, certain employees of TCM and/or related entities or persons could have investments in Clients outside of any general partner participation, such as the ability to invest in Clients on a reduced or waived fee/carried interest basis. Furthermore, certain employees of TCM could be offered an opportunity to participate in investment opportunities associated with Other Businesses (as defined in Item 10), and subject to the pre-clearance requirements noted above, could make such investments in Other Businesses. TCM endeavors to mitigate such conflicts by requiring all personnel to disclose interests in personal securities (as described above) and any outside activities to the Chief Compliance Officer as described more fully in Item 10. In addition, TCM could arrange for a transaction amongst or between certain Clients or among or between Clients and GCM clients, and/or their respective portfolio companies. In any such circumstances, TCM will enter into such transactions only on a basis that TCM reasonably determines in good faith to be fair and reasonable taking into account any conflicts and any other considerations deemed relevant by TCM and otherwise in accordance with such Client’s operating agreements, which in certain cases, includes notification to, or pre-approval by, a Client’s LP Advisory Committee. To the extent more than one Client is currently investing, any investment opportunities that can be referred to multiple Clients will be done based on TCM’s investment allocation guidelines, which are available to any current or prospective investor upon request. Co-investment entities that are Clients and co-investors investing directly in a portfolio company of a Client could also present conflicts of interest. Co-investment opportunities are offered at the sole discretion of TCM, and TCM expects to provide (or commit to provide) co-investment opportunities (including the opportunity to participate in co-invest vehicles) to operating partners that are members of the TCM Advisory Boards, current or former portfolio company management or personnel (or portfolio company management or personnel of GCM clients), current or potential limited partners of a Client, other sponsors, market participants, finders, consultants and other Service Providers, TCM’s personnel and/or certain other

persons associated with TCM and/or its affiliates, or other third parties. TCM will not be able to offer coinvestment opportunities to all requesting parties. In allocating co-investment opportunities, TCM takes into consideration a variety of factors, including, but not limited to: past opportunities shown and elected, strategic relationships (including participation/role in transaction), contractual obligations, industry expertise, aggregate commitments to a specific Client or across multiple Clients, expected commitments to future Clients, and portfolio company structure, among other considerations. Allocation policies may be changed from time to time to take into consideration factors deemed relevant by TCM in good faith. Coinvestment entities and co-investors may present conflicts of interest. For instance, TCM reserves the right to charge management fees or carried interest on these co-investment opportunities at rates lower or higher than those of its Clients, or can waive such fees and carried interest altogether (and has so waived or calculated differently such economics), in its sole discretion. Co-investments may be subject to commitment fees, transaction fees or other similar fees related to a completed transaction, which will be borne by Clients based on their pro rata share (based on participation) or on such other basis as deemed fair and reasonable by TCM or otherwise disclosed and consented to pursuant to Client governing documents. In addition, such co-investment opportunities could be structured (and have been structured) through a syndication of an investment purchased initially by a GCM client or a Client, with such initial investing GCM client or Client receiving a return of capital and generally receives interest thereon (typically equal to the subsequent closing interest rate). TCM strives to execute such syndications within a certain amount of time following a GCM client or Client’s investment; timing could vary, and has varied, on a case-bycase basis, taking into consideration any time limits included in any Client’s governing documents. Such syndications are expected to occur at cost and will not necessarily reflect fair market value. Expenses are generally allocated among Clients (or GCM clients, if applicable) that shared in the activities generating such expenses, including co-investment vehicles participating in such activity, although certain expenses could be allocated to a single Client or investor of Client, or a subset of Clients or investors and not all Clients or investors, at the discretion of TCM. Furthermore, TCM or its related persons expect to make decisions regarding whether and to whom to offer co-investment opportunities in consultation with other participants in the relevant transactions, such as a lender or co-sponsor. Co-investment opportunities typically will be offered to some and not to other Client investors, and the consideration of the factors set forth above likely will result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments have the potential to receive none. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Client, and TCM expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Client because (i) co-invest opportunities generally appeal to Client investors and third parties, (ii) to the extent co-investments made by Client investors are not subjected to management fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the management fee offset provisions of a Client’s governing documents. In order to facilitate the acquisition of a portfolio company, a Client reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to co-investors or other persons prior to or following the closing of the acquisition. In such event, the relevant Client will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the general partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, the general partner’s interest in limiting the Client’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Client would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate

Read the rest in the brochure

TCM Clients focus on making investments in private securities, however, certain Clients are permitted to invest up to 10% of their aggregate capital commitments in public companies. Therefore from time to time TCM deals with financial intermediaries such as a broker-dealer, and TCM could use, and has in the past used, certain broker-dealers or “finders” in connection with deal sourcing of private securities, with negotiated sourcing fees. TCM preselects brokers based upon the broker’s ability to provide best execution

for Clients’ transactions. TCM will evaluate applicable qualitative and quantitative factors in selecting brokers, including, but not limited to: -

industry expertise service quality best execution qualified custodian status financial stability commission costs confidentiality considerations

TCM is generally authorized to make the following determinations, subject to Clients’ investment objectives and restrictions, without obtaining prior consent from the relevant Clients or any of their investors: (1) which securities or other instruments to buy or sell; (2) the total amount of securities or other instruments to buy or sell; (3) the executing broker or dealer for any transaction; and (4) the commission rates or commission equivalents charged for transactions. Although TCM generally seeks competitive commission rates and commission equivalents, it will not necessarily pay the lowest commission or equivalent. Transactions may involve specialized services on the part of a broker-dealer, which may justify higher commissions and equivalents than would be the case for more routine services. In addition, to the extent TCM Clients are in a minority investment in any portfolio company, TCM may have a limited ability to choose the executing broker or dealer for a transaction. TCM does not participate in any soft dollar arrangements outside of receiving research available to other institutional investors. Research services received from brokers and dealers are supplemental to TCM’s own research effort. To the best of TCM’s knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. TCM aggregates transactions across Client accounts in accordance with each Client’s respective governing documents.

TCM does not compensate any third party for Client referrals. During a fundraising cycle of a Client (including, under certain circumstances, during a pre-marketing stage), TCM has the authority to compensate placement agents who introduce investors that may commit capital to such Client. These arrangements are generally disclosed in the relevant Client’s Form D. The amount paid to placement agents is based on point-in-time negotiation and the existence of any placement arrangements are fully disclosed to prospective investors referred by such placement agents as required by law or other agreements with investors. TCM or its affiliates generally charge the applicable Fund for such placement fees or otherwise cause the Client to pay such fees; however, all such fees due to placement agents by such Fund reduce the management fee otherwise payable by the Client’s limited partners by an identical amount. TCM or its affiliates could be entitled to receive cash and non-cash: (i) set-up or other origination fees in connection with the origination of any Client’s portfolio investments; (ii) topping or break-up fees in connection with proposed but unconsummated investment of a Client; (iii) directors’ or monitoring fees paid by a portfolio company of a Client or other companies; (iv) commitment fees in connection with a Client’s commitment to make a portfolio investment; (v) stock options or other compensation granted or paid by portfolio companies of Clients to the employees of TCM or Greenbelt who could serve in a bona fide, non-director management capacity at any such portfolio company; (vi) stock options or other compensation granted or paid by portfolio companies that a Client has disposed of (whether or not such employees serve in a director or management capacity at such portfolio companies); and (vii) certain other fees including, without limitation: exit fees; diligence fees; rental income; compensation or directors fees paid to members of TCM’s Advisory Boards, including the Founders Council, senior advisors and/or Reinet; directors fees paid to TCM or its employees or employees of Greenbelt by portfolio companies that have been disposed of by Clients. In accordance with each Clients’ applicable governing documents and as discussed in Item 5, certain of these fees collected by TCM or its affiliates (that meet the definition of Available Fees set forth in each Client’s operative documents) are subject to an offset against the future management fee otherwise payable by such Client.

None of TCM or any of its management persons has been involved in any legal or disciplinary events in the past 10 years that would be material to a Client’s evaluation of TCM’s advisory business or integrity of TCM’s management.

Generally, Client investments are reviewed on a continuous basis by TCM’s investment professionals. These reviews are designed to monitor and analyze Client transactions, positions, and investment levels. Particular attention is given to changes in company fundamentals, industry outlook, market outlook, and price levels. Additionally, TCM monitors and manages the performance of the underlying portfolio investments (i.e., accounts) of Clients through representation on the portfolio companies’ board of directors and further (as appropriate) advises the portfolio companies’ management team on financial, operating and strategic matters during the terms of the portfolio investments. Currently, all investors in Clients over which TCM has custody receive audited financial statements on an annual basis as of the end of such Client’s fiscal year end. In addition, a Clients’ investors typically receive unaudited financial statements on a quarterly basis as of the end of each of the first three fiscal quarters, and unaudited individual capital account statements as of the end of each fiscal quarter. Some investors are entitled to annual audited financial statements and annual unaudited individual capital account statements only, according to the terms of their respective Client’s operating documents. In addition to general Client reporting, TCM provides certain investors with additional or more frequent information that other investors

will not receive (e.g., under a Side Letter or in response to diligence or other requests). Material new investments are communicated to investors of the applicable Client, typically via capital call notices, which include a brief description of the investment, and subsequently new investments are described in quarterly limited partner reports.

Generally, TCM expects it will be deemed to have “custody” (within the meaning of the Advisers Act Rule 206(4)-2 (the “Custody Rule”)) over Client’s assets because its affiliates serve a Client’s general partner or managing member with general authority over assets of Clients. Such Clients are subject to an annual audit and the audited financial statements are distributed to each investor within 120 days of each respective Client’s fiscal year end. Unless otherwise expressly agreed with investors of a Client, TCM could also determine, in its sole discretion, to satisfy its obligations under the custody rule of the Advisers Act (the “Custody Rule”) by having such Client’s assets subject to an independent verification by an independent public accounting firm and providing for quarterly statements to be distributed to each investor in such Client by such Client’s qualified custodian(s). Except as permitted by the Custody Rule and related SEC guidance, assets of all Clients over which TCM has custody are held in custody by unaffiliated broker/dealers or banks, which are considered “qualified custodians” under the Custody Rule. In addition,

with respect to Clients that would be subject to an independent verification, documents evidencing uncertificated securities would also be maintained by such Client’s qualified custodian(s). With respect to Clients that are subject to an annual audit, the audited financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and distributed within 120 days of each respective Client’s fiscal year end as noted above, or such earlier period as has been designated in such Client’s operating documents. Currently, all Clients over which TCM has custody are subject to an annual audit and therefore audited financial statements are distributed to each investor.

TCM, with the required advice and consent of the relevant investment committee and/or, with respect to certain Clients subadvised by GCM, with the advice of GCM, generally has discretionary authority to determine, without obtaining specific consent from Clients or their investors, the securities and amount to be bought or sold. Investors in Clients may not impose any limitations on the investment discretion of TCM, other than any limitations on authority that are included in a Client’s governing documents (including limited partnership agreements, operating agreements and/or investment advisory agreements, and side letters thereto).

Proxy Voting Most of the portfolio companies held by Clients are private companies which typically do not issue proxies. However, certain Clients have the authority to invest up to 10% of their aggregate capital commitments in public companies. In the event that TCM or a Client’s general partner(s), on behalf of Clients, are requested to vote on certain proposals, amendments, consents or resolutions of any public company (“proxies”), TCM has adopted the following procedures: • • •

• • •

TCM will seek to vote its Clients’ proxies in the best interest of its Clients and not its own. TCM will seek to avoid material conflicts of interest between the interests of TCM on the one hand and the interests of its Clients on the other. If the CCO or designee and/or investment staff member detects a material conflict of interest in connection with a proxy solicitation, the CCO must be informed and will then elevate the matter to TCM’s Chairman or President for discussion. The CCO or designee will retain a memo to the files describing the material conflict of interest and the proposed resolution. TCM will vote proxies in the interest of maximizing value for TCM’s Clients. All proxy solicitation materials received by TCM are typically received by the Principal or Partner on the respective deal(s) and then must be shared with the CCO and/or her designee. A copy of the deal team(s) proxy vote remittance will be provided to the CCO or her designee.

A number of TCM’s investment professionals or other designated representatives serve as board members for portfolio companies of Clients. In situations where TCM votes the proxy for a company in which a TCM investment professional serves on the board of directors, TCM has determined that it does not inherently present a conflict of interest as (a) the TCM investment professional is on the board of directors as a representative of the Clients and (b) the sole purpose for serving on the board is to maximize the return on Clients’ investment and to ensure that Clients’ interests are protected. Given these facts, the Clients’ and the representative’s role are aligned with respect to proxy voting.

A record of proxy voting policies and procedures, proxy statements received regarding Client securities and all proxy votes cast on behalf of Clients will be maintained for at least five years and available for review. Please note that TCM may rely on proxy statements filed on the SEC’s EDGAR system (see http://www.sec.gov/edgar/searchedgar/companysearch.html), or which are maintained with a third party, such as a proxy voting service, provided that TCM has obtained an undertaking from the third party to provide a copy of the documents promptly upon request. Investors should contact the CCO for a copy of the proxy voting policy and procedures, or information with respect to a specific proxy vote. Class Actions In the event that one or more of TCM’s Clients becomes involved in any class actions, TCM and a Client’s general partner(s) of the applicable Client(s) will use their discretionary authority to act in what they believe to be the best interests of the Clients in directing their participation in such class actions, which may include opting out of the recovery achieved through the class action and separately pursuing their own remedy. If the class action relates to a specific portfolio company, the determination of whether to participate in such class action is delegated to the Partner(s) and Principal(s) primarily responsible for monitoring such portfolio company, which determination shall be made in consultation with the other Partners and Principals of TCM. In the event that a Client does not participate in a class action, investors will not receive any proceeds received from class action recoveries.

TCM has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage Client accounts. The Statement of Assets, Liabilities and Partners’ Capital (the “Statement”) set forth below includes estimates and assumptions made by TCM management that affect the reported amounts of assets and liabilities during the reporting period. While TCM management believes that the estimates utilized in preparation of the Statement are reasonable and prudent, actual results could differ from these estimates and those differences could be material. The independent public accounting firm responsible for issuing an audit report on the Statement is Ernst & Young LLP. The Statement below is subject to adjustment pending receipt of the final audit report.

Trilantic Capital Management L.P. (a Delaware Limited Partnership)

Statement of Assets, Liabilities and Partners’ Capital December 31, 2025 (in thousands)