Wildcat Capital Management, LLC

For purposes of this brochure, “Wildcat” means Wildcat Capital Management, LLC, a Delaware limited liability company formed on October 17, 2011. Wildcat is an investment adviser owned and managed by Leonard Potter, its President and Chief Investment Officer. Wildcat provides investment advisory services to a variety of different clients, which can include investment vehicles that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”) and may in the future include one or more individuals, limited partnerships, limited liability companies, Continuation Vehicles (as defined below), trusts, charitable organizations and other entities and accounts (collectively, the “Clients”). Wildcat provides investment supervisory services to each Client in accordance with the limited partnership agreement (or analogous organizational document) of such Client and/or separate investment and advisory, investment management or portfolio management agreement(s) (each, a “Management Agreement”). Services are provided to the Clients in accordance with the Management Agreements with the Clients and/or organizational documents of the applicable Client. Investment restrictions for the Clients, if any, are generally established in the organizational or offering documents of the applicable Client, Management Agreements and/or side letter agreements negotiated with investors in the applicable Client (such documents collectively, a Client’s “Organizational Documents”). Wildcat provides investment advisory services, which includes giving advice to Clients and making investments for Clients based on the needs of such Clients. These services may include: (i) development and implementation of investment strategies, including asset allocation strategies, (ii) identification and sourcing of investment opportunities, (iii) analysis and assessment of investment opportunities, (iv) execution of investments, (v) monitoring of investments and (vi) disposition of investments. In furtherance of each Client’s investment objectives and strategies, Wildcat allocates assets of the Clients to third-party private investment funds, funds of funds and other pooled vehicles (“Investment Funds”) managed by professional fund managers, including hedge fund managers, private equity managers, and other asset class managers (“Fund Managers”). Wildcat also allocates assets of the Clients to a fund advised by Wildcat or to a fund advised by an affiliated investment manager or an investment manager in which Wildcat, its officers and/or employees have an interest (each, a “Related Fund Manager”). Wildcat may also invest assets of the Clients in businesses in which Wildcat or its officers and/or employees may have an interest. Wildcat generally tailors its advisory services and investment strategies to the needs and goals of each Client, factoring in such Client’s risk profile, desired asset allocation, liquidity needs, and any applicable investment restrictions, among other items. As of December 31, 2025, Wildcat managed on a discretionary basis a total of $4,083,584,033 of client assets.

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Advisory Fees Wildcat charges fees and expenses, pursuant to the Organizational Documents between Wildcat and Clients. Unless otherwise specified in the Organizational Documents, Clients will generally pay Wildcat an asset-based management fee (“Base Fee”), a performance-based fee or allocation (“Performance Fee”) and/or Carried Interest (defined below) as set forth in the Organizational Documents of the Client. The Base Fee and other fees and distributions described herein are generally subject to modification, waiver or reduction by Wildcat in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which generally will not be disclosed to other investors in the same Client, but Wildcat, in its sole discretion, may elect to do so from time to time. The fee structures described herein may be modified from time to time. Base Fee. The Base Fee for a Client is typically calculated quarterly as a percentage of certain assets under management plus cash, contributed capital associated with the Client’s aggregate investment(s) in portfolio companies and/or remaining invested capital with respect to such Client and is paid quarterly in advance and, with respect to certain Clients is subject to a periodic reconciliation for under-payments by such Clients (and, in certain instances, over-payments by such Client) based on the ultimate value of the fee base for such prior period. If an advisory relationship with any Client is terminated during any calendar quarter, then a pro rata portion of the prepaid Base Fee in respect of such quarter will typically be returned to the Client. The fee structures described herein may be modified from time to time and Base Fees, Performance Fees and Carried Interest may differ from one Client to another. Base Fees are expected to be payable during any term extensions. On a date specified in the Organizational Documents of certain Clients (the “Stepdown Date”), the Base Fee may decrease and thereafter be calculated based using various methodologies such as, the amount of remaining invested capital associated with the Client’s investment(s) in portfolio companies that remain unrealized or with respect to which the Client has not completely disposed of its interest (a complete disposition, each a “Disposition”) or have not been permanently writtenoff. Because Base Fees with respect to certain Clients are calculated based on remaining invested capital following the Stepdown Date, the Organizational Documents do not require any reduction or refund of Base Fees following a write-off, or a decrease (including a significant decrease) in fair value of an investment, or any partial realization, dividend, distribution (including those arising from dividend recapitalizations), reorganization, restructuring, roll-over investment, or similar transactions where the Client has not completely disposed of its interest in the portfolio company, even if the value of the Client’s interest has been reduced (including materially reduced) (each a “Recap Distribution”). As a result, the Base Fees generally will not track changes in the fair value of any individual investment or of a Client. The Organizational Documents generally do not provide for the reimbursement or refund of Base Fees in the event of Dispositions occurring mid–calculation period. Other Fees (as defined below, and which include but are not limited to transaction fees) and other fees, costs and expenses allocated to a portfolio company at the time of investment (collectively, -2-

“Capitalized Costs”) are generally capitalized into the amount of remaining invested capital with respect to such portfolio company. Accordingly, where the Base Fee base post-Stepdown Date is based on remaining invested capital, such base will include the value of such Capitalized Costs, including such those payable or reimbursable to Wildcat and its affiliates. This would increase the amount of Base Fees paid to Wildcat. Such increase is in addition to the Other Fees paid to Wildcat and/or its affiliates. Performance Fee. Performance Fees are generally calculated annually as a percentage of net profits (realized or unrealized) attributable to the Client’s relevant assets and in accordance with the Organizational Documents of such Client. Other performance allocations, interests or fees can be agreed to by each Client. Performance Fees accrue throughout the year and are typically allocated on the last day of the year (or earlier in the case of a termination or redemption) and deducted from a Client’s assets and not billed separately. Specific details about Base Fees and Performance Fees (or allocations) payable by a Client are set out in the Organizational Documents of the relevant Client. For certain Clients, a client representative (a “Client Representative”) designated by those Clients pursuant to the investment management agreement among those Clients and Wildcat is responsible for appropriate allocation of the respective amounts amongst such Clients. Certain Clients may also pay Carried Interest. With respect to certain Clients a portion of the profits or distributions of each such Client is distributed to an affiliate of Wildcat (which, for the avoidance of doubt, may serve as a general partner, managing member, manager, special member, special limited partner or similar entity (each, an “Affiliate”), if any, as “carried interest” (the “Carried Interest”). Each such Affiliate that is entitled to Carried Interest is a related person of Wildcat. Carried Interest paid by a Client is indirectly borne by investors in such Client. Certain Clients and investors in such Clients (including Adviser Investors (as defined below)) may incur lower or no Carried Interest. Specific detail about Carried Interest payable by Clients are set forth in the Organizational Documents of the relevant Client. Please see Item 6 below regarding Carried Interest that Clients may pay. Wildcat can waive any fee or decline to charge (including, but not limited to, Base Fees, Performance Fees and Carried Interest) at its discretion, and certain Clients or investors in the Clients that are employees, former employees business associates and other “friends and family” of Wildcat, its affiliates or their personnel (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles) (collectively, “Adviser Investors”) will not typically pay Base Fees, Performance Fees or Carried Interest in connection with their investment in a Client. Furthermore, Wildcat may, from time to time, establish certain investment vehicles through which Adviser Investors or other third parties may invest alongside one or more Clients in one or more investment opportunities, which do not pay Base Fees, Performance Fees or Carried Interest. Other Fees In addition to the Base Fee, Performance Fee and Carried Interest, Wildcat, its employees and its affiliates from time to time receive a variety of other cash, equity and other non-cash fees relating -3-

to the investment activities of a Client, its investments, its portfolio companies and prospective portfolio companies, including transaction fees, monitoring fees, management consulting fees, directors’ fees, advisory fees, organization and financing fees, operational fees, commitment fees, break-up fees (or other similar fees), divestment fees, termination fees, project fees, fees relating to the arrangement of acquisitions or other financial restructuring, investment banking fees, fees relating to credit origination, loan syndication, loan servicing and/or other types of management consulting and other similar operational and financial matters and/or other fees and annual retainers from, or with respect to, Client assets, portfolio companies or prospective portfolio companies (collectively with the other fees described in this section, “Other Fees”). The amount and timing of Other Fees received by Wildcat or its affiliates are generally specified in the agreement or other documentation governing the applicable transaction. Certain Other Fees, such as monitoring fees or management consulting fees charged by Wildcat, will be recurring. As noted above, Wildcat and its affiliates will, from time to time, receive “monitoring fees” or “management consulting fees” pursuant to agreements with portfolio companies of the Clients governing the advice, consultation and other similar ongoing services provided by Wildcat to such portfolio companies. The terms of a monitoring or management consulting agreement may include (among other things) annual automatic renewals, indemnification payments, the payment of monitoring or management consulting fees (which may be fixed fees or calculated as a percentage of EBITDA or similar performance metric). Notwithstanding the foregoing, in certain circumstances, in the event of an initial public offering or other disposition, monitoring fees will continue to be paid so long as the applicable Client continues to hold an other than de minimis position in such portfolio company and Wildcat or its affiliates continue to provide services under the applicable agreement. Other Fees are often substantial and may be paid in cash, in securities of the investments, prospective investments, portfolio companies, prospective portfolio companies or investment vehicles (or rights thereto) or otherwise. The payment of Other Fees and reimbursements by portfolio companies and prospective portfolio companies will, in some, but not all, circumstances create a conflict of interest between Wildcat and its affiliates, and the Clients and their investors, because the amounts of these Other Fees and reimbursements are often substantial and the Clients and their investors generally do not have a direct interest in these fees and reimbursements. Wildcat determines the amount and timing of these Other Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, third-party co-investors in its transactions and/or other counterparties. Generally, the amount of such fees and reimbursements will not be disclosed to investors in the Clients, but Wildcat may, in its sole discretion, do so from time to time. In many cases with respect to the implementation of the arrangements described above, there is not an independent third party involved on behalf of the relevant portfolio company and therefore the fees are not subject to a market check. A conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company by virtue of Wildcat acting on behalf of both parties.

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Depending on the investment objectives and strategies of each particular Client, Wildcat may invest a portion of Client assets in Investment Funds that employ different investing strategies. Wildcat may allocate Client assets to a wide variety of other investments, including direct investments in debt and equity securities of publicly traded companies, derivatives, investments in private companies, exchange traded funds (“ETFs”), mutual funds, exchange traded notes (“ETNs”), hard assets, including real estate, in each case to the extent consistent with the Client’s investment objectives and strategies. Certain Clients seek to achieve their investment objective by taking controlling positions and minority positions in portfolio companies across a range of private equity strategies, including, but not limited to, venture capital, growth capital and buyout capital. Wildcat uses a broad range of methods to identify, analyze and assess potential and existing investment opportunities. Wildcat is proactive in sourcing investment opportunities in private companies and real estate and seeks to leverage its expertise, extensive professional network and research process to identify investment opportunities in private companies that Wildcat believes have significant growth potential, some of which may require significant effort to achieve such growth. Wildcat also considers companies which it believes have strong macro tailwinds, high defensibility and asymmetric risk/reward profiles. In many instances Wildcat expects these characteristics will be found in markets that are undergoing substantial change or in companies that are smaller, younger, less profitable and carry higher perceived risks than larger, more established companies. With respect to any investment, Wildcat engages in a due diligence process to review the quality of an Investment Fund or other investment prior to its initial investment and will conduct “follow-13-

up” due diligence or performance monitoring on a periodic basis. As a general matter, Wildcat’s due diligence analysis and performance monitoring is intended to identify Fund Managers and investment opportunities capable of generating superior risk adjusted returns over time in the relevant asset class or style of investing. In connection with such diligence, Wildcat generally reviews available information including, in the case of Investment Funds, the applicable offering documents, and may request additional information from Fund Managers or other parties as it deems necessary. Wildcat’s due diligence process utilizes various quantitative and qualitative research techniques to evaluate Investment Funds. The due diligence process may include (i) background investigations of the principals of a company or Investment Fund, (ii) reference checks, (iii) in-person and/or telephonic meetings with management or Fund Managers, (iv) if relevant, analysis of past performance using financial analysis tools and software to measure a variety of performance measures over different time periods, (v) peer group comparisons, (vi) review of quarterly and annual communications from management or the Fund Managers, (vii) ongoing review of periodic performance, and (viii) review of such other information as Wildcat may request. Wildcat’s due diligence process will vary depending on the qualities of the investment (for instance, size, jurisdiction, prior relationship and other considerations Wildcat deems appropriate). Wildcat may work with unaffiliated advisors for purposes of obtaining analyses that would assist in the investment decision-making and monitoring processes. Despite these methods of analysis, it is possible that Wildcat may recommend or make an investment that ultimately fails to meet a Client’s investment objectives. Further, it is possible that an investment may incur significant losses on invested assets or result in a complete loss of invested capital. There are material risks associated with any investment, including investments in Investment Funds, and Clients should be able to bear a complete loss in connection with any investment. General Risks Wildcat, as well as the Investment Funds it invests in, may pursue a wide range of investment strategies using a variety of financial instruments. The following is intended only as a summary of certain key risks that Clients and potential investors could face from such investment activities and does not purport to be a complete list or explanation of the risks involved. Risk of Loss of Assets. All investments involve the risk of the loss of capital. No guarantee or representation is made that any investment will achieve its investment objective or avoid losses. Wildcat pursues investments that it believes have a risk/reward profile consistent with its Clients’ guidelines and tolerances, however, investments are highly speculative and may result in total loss of capital. No Assurance of Investment Returns. Wildcat cannot give Clients assurance that investments will generate returns or that returns will be commensurate with the risks of investing the particular type of investments or assets that fall within such Client’s objectives, guidelines and tolerances. Substantial Fees and Expenses. Clients pay fees and expenses as set forth in the Organizational Documents of the relevant Client, whether or not they make any profits. Clients also pay performance fees or allocations and/or Carried Interest. While it is difficult to predict the future -14-

expenses of Clients, such expenses are expected to be substantial. Please see Item 5 and Item 6 for additional information on fees and expenses. Custody and Banking Risks. Clients and the Investment Funds, portfolio companies and other assets in which they invest will maintain funds with one or more banks or other depository institutions (“banking institutions”), which may include US and non-US banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom Clients, the Investment Funds, portfolio companies or other assets in which they invest, Wildcat, its related persons and/or affiliates transact may inhibit the ability of the Clients, the Investment Funds, portfolio companies or other assets in which they invest to access depository accounts or lines of credit at all or in a timely manner. In such cases, Clients may be forced to delay or forgo investments or to call capital when it is not desirable to do so, resulting in lower performance for Clients. In the event of such a failure of a banking institution where a Client or one or more of the Investment Funds, portfolio companies or other assets in which they invest holds depository accounts access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (FDIC) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, Clients the Investment Funds, portfolio companies or other assets in which they invest may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. The loss of amounts maintained with a banking institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to Clients, the Investment Funds, portfolio companies or other assets in which they invest. One or more investors or an Affiliate could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, Wildcat or an Affiliate may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails. Financial Market Fluctuations; Political Measures. The Clients’ investment programs may extend over a period of years, during which the business, economic, political, regulatory, social and technology environment within which the Clients operate may undergo substantial changes. General fluctuations in the market prices of securities may affect the value of the Clients’ investments and instability in the securities markets will also likely increase the risks inherent in the Clients’ investments. There can be no assurance that such economic and market conditions will be favorable in respect of both the investment and disposition activities of the Clients. In reaction to changing economic and market conditions, regulators in the United States and several other countries have undertaken in the past and may undertake in the future regulatory actions and implement other measures to ensure stability in the financial markets. Despite these efforts and the efforts of securities regulators of other jurisdictions, global financial markets could become and remain extremely volatile. In addition, new regulations could limit the Clients’ activities and investment opportunities or change the functioning of capital markets. Unpredictable changes in

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social patterns and trends may have an impact on consumer behavior and create a negative effect on the profitability of the Clients’ investment program. The Clients’ ability to realize investments depends not only on the portfolio companies or other assets and their historical results and prospects, but also on political, market, social and economic conditions at the time of such realizations. Many private equity funds look to the public securities markets as a potential exit strategy and there can be no assurance that the Clients will be able to exit from their investments in portfolio companies by listing their shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable the Clients to sell these securities when Wildcat believes it is most advantageous to do so. Volatility in the financial sector may have a material adverse effect on the ability of the Clients to buy, sell and partially dispose of their portfolio investments. The Clients may be adversely affected to the extent that it seeks to dispose of any of their investments into an illiquid or volatile market, and the Clients may find itself unable to dispose of investments at prices that Wildcat believes reflect the fair value of such investments. The ability of portfolio companies or other assets to refinance indebtedness may depend on their ability to sell new securities in the public high yield debt market or otherwise. The Clients’ assets or portfolio companies may depend on the availability of capital financed from third parties and to the extent such capital is not available on reasonable terms or at all, those of the Clients’ assets or portfolio companies that rely on such capital may be adversely impacted in a manner that they would not have been had they been able to access such capital. In addition, political measures taken in response to market practices or economic instability in the United States or abroad may have an adverse impact on the Clients’ investments. Highly Competitive Market for Investments. The business of identifying, negotiating, acquiring, monitoring, managing and selling investments within the scope of the Clients’ investment programs is highly competitive and involves a high degree of uncertainty. In recent years, industries and asset classes in which the Clients invest have become even more competitive due to a substantially increased flow of capital into private investment funds and similar investment organizations. The Clients will encounter competition from other persons or entities with similar investment objectives, some of whom may have greater resources or experience than the Clients and Wildcat. In some cases, competing investment funds may be exempt from certain foreign investment and ownership limitations, generally or with respect to a particular industry, and may more easily stand ready to consummate transactions in the sellers’ desired currency. Although Wildcat believes that significant opportunities currently exist and that the Clients should have sufficient deal flow to access such opportunities, there can be no assurance that these opportunities will continue to exist or that Wildcat will successfully identify, select, access, develop and consummate a sufficient number of opportunities to permit the Clients to invest some or all of their committed or available capital. To the extent that any portion of the Clients’ committed or available capital is not invested, the Clients’ potential returns may be diminished. Risks Associated with Publicly Traded Securities. Certain Clients assets will be invested in publicly traded securities, Investment Funds in which Client assets are invested may also invest in publicly traded securities, and Clients may hold publicly traded securities following a partial exit from an investment. When investing in public securities, a Client or Investment Fund in which Client assets are invested may be unable to obtain financial covenants or other contractual rights, -16-

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Clients are a person who is: (i) an “accredited investor” (as defined in Rule 501 under the Securities Act of 1933) and (ii) a person who is a “qualified purchaser” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended). If a Client is unable to meet the qualified purchaser standard, such Client will be at least a “qualified client” within the meaning of Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (“Advisers Act”). Wildcat does not have a minimum investment amount but may, in the future, establish such minimum investment amounts.

Wildcat (or a supervised person of Wildcat), or an Affiliate typically receives the Performance Fee or Carried Interest as described above. The recipient can generally waive or reduce the Performance Fee in its sole discretion. The payment by some, but not all, Clients, of a Performance Fee and/or Carried Interest or the payment of a Performance Fee and/or Carried Interest at varying rates (including varying effective rates based on the past performance of a Client) creates an incentive for Wildcat to disproportionately allocate time, services or functions to Clients paying Performance Fees and/or Carried Interest or Clients paying Performance Fees and/or Carried Interest at a higher rate, or allocate investment opportunities to such Client. Wildcat will also face a conflict of interest to the extent that it receives performance compensation from certain Clients while at the same time managing the assets of one or more other Clients for which it receives no performance compensation or a different level of performance compensation. A performance compensation arrangement generally entitles the recipient to additional compensation based on the performance of the assets of a Client bearing the performance compensation. In evaluating investments and other management strategies, the opportunity to earn performance compensation could incentivize Wildcat to acquire riskier or more speculative investments that could increase the risk to Clients and to favor those Clients where it earns a Performance Fee and/or Carried Interest. Wildcat (or its supervised person) has an incentive to favor Clients or take increased investment risk on behalf of Clients for which it receives greater performance compensation because it could receive greater overall compensation from such Clients. This incentive is particularly acute when the performance compensation is payable only upon exceeding a hurdle rate (or preferred return) or highwater mark, and the performance of Clients (or certain of the Clients) is below any such hurdle (or preferred return) or high-water mark. Similarly, Performance Fees and/or Carried Interest can incentivize Wildcat to make decisions regarding the timing or structure of investment realizations that may not be in the best interest of investors. In addition, due to the method of calculating the performance compensation, such compensation may be affected by factors within Wildcat’s control (i.e., performance compensation is typically dependent, in part, on the unrealized value of certain investments, which could provide an incentive for Wildcat to use higher valuations when calculating the performance

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compensation or affect decisions regarding the timing or structure of investment realization) in a manner that might not be in the best interest of Clients. Wildcat has put into place policies and procedures to mitigate the risk of these conflicts of interest and will at all times allocate trades and securities to Clients in a fair and equitable manner. In addition, Wildcat will report any applicable Client’s financial statements that it prepares in accordance with U.S. Generally Accepted Accounting Principles and generally requires the fair valuation of investments.

In addition to his role as President and Chief Investment Officer of Wildcat, Leonard Potter currently serves on the board of directors of the following Business Development Companies, as defined in the Investment Company Act: (i) SLR Investment Corp., a credit fund (ii) SCP Private Credit Income BDC LLC, a private Business Development Company, (iii) SLR Private Credit BDC II LLC, a private Business Development Company, (iv) SLR HC BDC, LLC, a private Business Development Company, and (v) SuRo Capital Corp., an equity fund investing principally in venture capital-backed and rapidly growing emerging companies. None of these affiliations is anticipated to create a material conflict of interest. Wildcat is a member of Vida Ventures Advisors, LLC, an exempt reporting advisor to biotechfocused venture funds (“Vida Ventures”). Mr. Potter serves as a Management Committee Member of Vida Ventures and as Management Committee Member and Senior Managing Director of VV Manager, LLC, a sponsor or manager of funds advised by Vida Ventures. Mr. Potter serves on the investment committee of funds advised by Monograph Capital Advisors, L.P. and Monograph -44-

Capital Advisors (UK) LLP, which firms are owned by an employee of Wildcat. Mr. Potter also serves as the non-executive chairman of Infinity Q Capital Management, LLC, an advisor to two funds that are in liquidation (“IQMA”). In addition, Mr. Potter and/or other officers or employees of Wildcat may serve as officers of or hold interests in other investment managers and affiliated investment companies and may invest assets of the Clients in funds advised by such other investment managers. Wildcat also has invested assets of the Clients in funds advised by Related Fund Managers and in businesses (which may include another investment manager) in which Wildcat or its officers and/or employees have interests. Such arrangements create a conflict of interest if Wildcat or its officers and/or employees receive a benefit as a result of such an allocation of Client capital.

Code of Ethics Wildcat has adopted a Code of Ethics designed to comply with Rule 204A-1 under the Advisers Act that is applicable to all of its members, officers, principals, employees and other personnel of Wildcat, as well as officers, principals, employees and other personnel of its affiliates and certain independent contractors (collectively, “Wildcat Personnel”). The Code of Ethics establishes guidelines for professional conduct and personal trading procedures, including provisions relating to the confidentiality of client information, standards associated with being a fiduciary, compliance with applicable federal securities laws, and pre-clearance of personal trading and other reporting obligations. Wildcat Personnel and their families and households may purchase investments for their own accounts, including the same investments as may be purchased or sold for a Client, subject to the terms of the Code of Ethics. Under the Code of Ethics, Wildcat Personnel are also required to file certain periodic reports with Wildcat’s Chief Compliance Officer as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps Wildcat detect and prevent potential conflicts of interest. Wildcat Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Wildcat Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Wildcat Personnel are required to annually certify compliance with the Code of Ethics. Wildcat reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. Clients and prospective clients may request a copy of the Code of Ethics by contacting Wildcat Capital Management, LLC at 212-468-5100 or in writing to 888 7Th Avenue, 37th Floor, New York, NY 10106. Participation or Interest in Client Transactions and Personal Trading Wildcat is a fiduciary and will use its best judgment, in its sole discretion and in compliance with any applicable law, in dealing with material, potential or actual conflicts of interest. Wildcat will -45-

make all necessary disclosures and obtain any required Client consent prior to engaging in such a transaction. Wildcat will not make any investments on behalf of a Client unless it believes that such investment is an appropriate investment considered solely from the viewpoint of such Client. Wildcat will also abide by any additional conflict policies and procedures as set forth in the applicable Organizational Documents. Conflicts Related to Wildcat and its Affiliates Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), an adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. Wildcat has adopted policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including those disclosures required by Section 206 of the Advisers Act be made to the applicable Client(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. By reason of their responsibilities in connection with other activities of Wildcat, certain Wildcat Personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Clients will not be free to act upon any such information. Due to these restrictions, the Clients may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Clients from time to time invest in securities of companies in which Wildcat Personnel and other related persons of Wildcat and its affiliates have previously invested for their own accounts. Furthermore, Wildcat Personnel and other related persons of Wildcat and its affiliates (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles, family offices and other estate planning vehicles), from time to time invest for their own accounts in securities of companies in which the Clients have previously invested. Wildcat Personnel may buy or sell for their own accounts securities that are also recommended to Clients. In addition, Wildcat may invest Client assets in a fund advised by Wildcat or affiliates of Wildcat, in which principals of Wildcat themselves may own an interest. Wildcat or While the significant interests of Wildcat Personnel generally align the interest of such persons with the Clients, such persons may have differing interests from the Client with respect to such investments (for example, with respect to the availability and timing of liquidity), creating conflicts of interest. The potential exists for personal securities transactions by Wildcat Personnel, including those that have pre-cleared or approved in advance, to generate significantly higher investment returns to such personnel than a Client’s investment transactions generate for their own investors. There can be no assurance that the return of a Client participating in a transaction would be equal to and not less than another Client

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participating in the same transaction or that it would have been as favorable as it would have been had such conflicts not existed. It is also possible that Wildcat, in its sole discretion, later determines that such a company is a suitable investment for a Client due to developments with respect to the securities, or a Client’s portfolio or, subject to the terms of the Organizational Documents, changes to Wildcat’s investment approach. In such a circumstance, a Client may invest in the company even though Wildcat Personnel already hold interests in it, and, subject to Wildcat’s pre-clearance policy, Wildcat Personnel will be permitted to buy additional interests, maintain their interests, either concurrently or subsequently, even if such investment limits a Client’s desired allocation, or sell their interests, in each case without regard to the actions of a Client. Wildcat Personnel holding an investment for their own account in a portfolio company that is later determined to be suitable or appropriate for a Client may also participate in making such determination and may and frequently will be involved in recommending the investment to a Client. This presents various actual and potential conflicts of interest, including without limitation because the Wildcat Personnel would have independent financial, relationship-driven or other interests in causing a Client to invest in that opportunity (potentially at a higher price or with worse terms than in the absence of such conflicts), and the Wildcat Personnel's investment or relationships may be enhanced as a result of such Client’s investment. Wildcat and Wildcat Personnel may also buy securities in transactions offered to but rejected by or on behalf of Clients. A conflict of interest may arise because such investing Wildcat Personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by Wildcat on behalf of the Client. In such circumstances, the investing Wildcat Personnel will not share or reimburse the relevant Client(s)for any expenses incurred in connection with the investment opportunity. In addition, Wildcat Personnel also buy securities and hold interests as passive investors in other investment vehicles (including private equity funds, hedge funds, real estate funds and other similar investment vehicles) which may invest in similar industries and sectors as the Clients. Such Wildcat Personnel have a conflict of interest with respect to their personal investment holdings. There could be situations in which such investment vehicles invest in the same investments as the Clients and there may be situations in which such investment vehicle purchases securities from, or sells securities to, a Client. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Clients. Such personnel may be incentivized to cause a Client to act in a manner that benefits such other investment vehicles and indirectly, themselves as investors in such investment vehicles. In addition, Wildcat Personnel and other related persons of Wildcat and its affiliates may invest proprietary or personal funds in or alongside certain Clients, including without limitation, in investment vehicles, portfolio companies, in securities or other instruments, in third-party advised funds or in Clients advised by Wildcat or their respective affiliates. These investments may be at different times or in non-pro rata amounts, or in different classes or levels of the capital structure. A conflict of interest is created in these cases when Wildcat’s interests are more aligned with one client than another or when Wildcat’s proprietary interests are at odds with client interests.

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The transactions described above are subject to the policies and procedures set forth in Wildcat’s Code of Ethics, and Clients will not benefit from any such investments. Wildcat Personnel are themselves and/or have family members that are actively involved in industries and sectors in which the Clients invest or have business, personal, financial or other relationships with companies in such industries and sectors (including service providers described below) or other industries, which gives rise to conflicts of interest. For example, such personnel or family members might be officers, directors, personnel or owners of companies which are actual or potential investments of the Clients or other counterparties of the Clients and the portfolio companies. Moreover, in certain instances, the Clients or the portfolio companies purchase or sell companies or assets from or to, or otherwise transact with companies that are owned by such personnel or family members or in respect of which such personnel or family members have other involvement. In most such circumstances, the Clients’ Organizational Documents will not preclude Clients from undertaking any of these investment activities or transactions. From time to time, Wildcat Personnel may invest in Clients or other entities managed by limited partners of a Client, which could incentivize such Wildcat Personnel to afford the limited partner preferential or favored treatment, such as, for example, increased access to co-investment opportunities, and could create conflicts of interest to the extent such other Clients compete with a Client for investment opportunities or invest in competing portfolio companies. Allocation of Investment Opportunities Subject to its fiduciary duties and applicable law, Wildcat will determine how to allocate investment opportunities in its sole discretion in a manner that it believes in good faith is fair and equitable to the Clients (including those established for the purpose of participating in a Continuation Transaction (as defined below)) under the circumstances and considering such factors as each Client’s risk tolerance, current portfolio, investment guidelines and goals, whether the investment opportunity would create a conflict of interest with respect to a Client, Wildcat or its affiliates, among other things, to determine the appropriateness of a particular investment; this may result in Wildcat buying (or selling) for itself securities that it is selling (or buying) for a Client. The application of the factors described above will often result in allocation on a non-pro rata basis and there can be no assurance that a Client will participate in all investment opportunities that fall within its investment objectives. Wildcat makes allocation determinations based solely on Wildcat expectations at the time such investments are made, however investments and their characteristics may change and there can be no assurance that an investment may prove to have been more suitable for another Client in hindsight. In addition, for various reasons (including, for instance, receipt of material nonpublic information), a Client may not be able to pursue an investment opportunity that is within its mandate as a result of trading activities of, or other investments made by, other Clients and/or their portfolio companies. From time-to-time certain investment opportunities involve interests in portfolio companies of one or more Clients that are part of a restructuring or similar transaction (for instance, through a newly formed Continuation Vehicle), and investors in such clients may be given certain priority rights or preemptive rights. In such instances, other Clients may not be allocated all or any portion of such an investment opportunity, even if such opportunity falls within a Client’s investment objectives or strategy. -48-

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Investment or Brokerage Discretion Wildcat generally has sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. Wildcat will use best efforts to obtain Best Execution for all transactions executed on behalf of Clients. “Best -80-

Execution” means obtaining the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), subject to the circumstances of the transaction and the quality and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In selecting brokers or dealers, Wildcat will consider various factors, including: the reputation, experience and financial stability of the broker-dealer; the ability to provide competitive pricing; the size and timing of the transaction; the nature of the market for the security and the difficulty of execution; the broker-dealer’s trading expertise; the belief that the broker-dealer charges a fair and reasonable fee for each trade, and that Wildcat has been treated fairly and honestly in prior trades; and the quality of execution, quality of the broker-dealer relationship, quality of service rendered by the broker-dealer in prior transactions, and quality of any proprietary research and investment ideas. Wildcat will periodically evaluate the overall reasonableness of the brokerage commissions and negotiated terms paid to or made with broker-dealers with respect to Client transactions by, among other things, comparing such commissions and terms with the commission rates and negotiated terms being charged by and entered into with other comparable broker-dealers. Wildcat will also periodically review the past performance of the broker-dealers with whom it has placed orders to execute transactions in light of the factors discussed above. Participation in Consulting Arrangements Wildcat may receive consulting assistance services from Prime Brokers, including consulting assistance with facilities management technology, design and build, real estate, and third-party service providers. In any such arrangements, the Prime Broker will provide such consulting assistance services in complement to, and not in place of, Wildcat’s independent professional advisors and service providers. The benefits provided to Wildcat by receipt of the consulting assistance services from any such Prime Broker will assist Wildcat, either directly or indirectly, in the provision of efficient investment management services to its Clients and to other third parties. The receipt by Wildcat of the assistance services from the Prime Broker may give rise to an actual or potential conflict of interest. Wildcat will manage any such actual or potential conflict of interest appropriately and will not allocate business or effect transactions on behalf of its Clients with the Prime Broker where to do so would conflict with the duty of Wildcat to its Clients. Trade Aggregation In pursuing its investment objectives, Wildcat may purchase and sell securities and other interests through brokers. Due to the varying investment objectives and strategies of each Client, Wildcat does not expect to frequently combine orders for the purchase and sale of interests across multiple Clients’ accounts. However, Wildcat may from time to time aggregate such transactions across multiple Clients’ accounts and in doing so, will allocate such transactions and any related commissions to the applicable Clients on a fair and equitable basis.

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Wildcat does not engage in client solicitation arrangements. Wildcat has in the past and may, from time to time in the future, engage one or more persons to act as a placement agent for a Client in connection with the offer and sale of interests to certain potential investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments and/or invested capital for interests made by such potential investors to such Client that are subsequently accepted. Such Client will bear the costs of such placement agent fees, subject to any limitations set forth in its Organizational Documents. For details regarding economic benefits provided to Wildcat by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. In addition, Wildcat and its related persons will, in certain instances, receive discounts on products and services provided by portfolio companies of Clients and/or the customers or suppliers of such portfolio companies.

Not applicable.

Review of Accounts Wildcat closely monitors the investment portfolios of its Clients. Wildcat’s Chief Investment Officer reviews and analyzes existing investment positions on a periodic basis to identify issues early on and to take action when necessary. Reporting Clients or investors in certain Clients typically receive, among other things, performance reports at such times and for such periods, in such formats, and containing such information as set forth in the Organizational Documents of the Clients or as the Clients may reasonably request or Wildcat deems appropriate.

Not applicable.

Pursuant to the Organizational Documents, Wildcat has full discretionary authority to manage securities accounts on behalf of Clients. When selecting investments and determining amounts, Wildcat observes the investment policies, limitations and restrictions of the Clients it advises. Before Wildcat assumes discretionary authority over any Client’s assets, such Client will be required to execute the Management Agreement through a duly authorized signatory.

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Under the Organizational Documents, Wildcat has been delegated the authority to vote proxies (which, for these purposes, includes other corporate actions, such as consent requests) regarding securities held on behalf of Clients. When voting proxies, Wildcat votes in a manner that it believes is consistent with the best interests of its Clients. It is the general policy of Wildcat to vote or to give consent on all matters presented to security holders in any proxy or similar request. However, Wildcat reserves the right to abstain on any particular vote or otherwise to withhold its vote or consent on any matter if, in its best judgment, the costs associated with voting such proxy outweigh the benefits to the applicable Clients or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of the applicable Clients. Wildcat is responsible for monitoring proxy decisions for any actual or perceived conflicts of interests. There may be potential conflicts between Wildcat’s interests and those of our Clients, if for example we have a Client, vendor, or other business relationship with an issuer that is the subject of a proxy matter. Wildcat has policies and procedures that are believed to be reasonably designed to manage the potential conflicts created by such business relationships. In accordance with the requirements of the Advisers Act, Wildcat maintains records of its proxy voting and, at a Client’s request, will furnish such information, free of charge, to the requesting Client within a reasonable period of time (usually within ten business days). Clients may request proxy voting policies and procedures by contacting Wildcat Capital Management, LLC at 212468-5100 or in writing to 888 7Th Avenue, 37th Floor, New York, NY 10106.

Not applicable.

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