Siguler Guff Advisers LLC: investment adviser

Founded in 1991 by Messrs. George Siguler, Drew Guff and Donald Spencer as the Private Equity Group of PaineWebber, the Firm began business as an independent adviser in 1995. The Firm is privately owned. Two of the founders, George Siguler and Drew Guff, together with entities established for the benefit of their immediate families, each own over 25% of the Firm's securities, in equal amounts. The Bank of New York Mellon Corporation owns a non-voting 20% interest in the Firm. The Firm is a dedicated private equity investment adviser, and all of its services to clients relate to managing private equity and associated investments. The Firm provides advisory services to Managed Funds and Separate Accounts: • Managed Funds: The Firm provides discretionary investment management services to private equity investors through pooled investment vehicles (“Managed Funds”) that invest the majority of their assets in privately-placed, pooled investment vehicles managed by professional, third-party investment managers (“Private Equity Funds”). Examples of Private Equity Funds include, but are not limited to, leveraged buyout funds, private equity, private credit, distressed debt funds, growth capital funds, fixed income funds, energy funds and real estate funds. The Private Equity Funds, in turn, invest directly in securities of privately-owned companies and related investments, such as options and derivatives (“Direct Investments”). The investment mandates for most of the Firm’s Managed Funds allocate up to a certain percentage of the portfolio to Direct Investments, which the Managed Funds may acquire either as co-investments alongside Private Equity Funds, or as investments sourced by the Firm. In some cases, the investment mandate for some of the Firm’s Managed Funds allocate the entire portfolio to Direct Investments. • Separate Accounts: The Firm provides discretionary and non-discretionary investment management services for institutional clients through separately managed accounts (“Separate Accounts“) that invest in both Private Equity Funds and Direct Investments. The investment policies and restrictions for Separate Accounts are determined in consultation with the client, based on the client’s individual investment requirements. Separate Accounts may be structured as limited partnerships, or similar vehicles, with a single limited partner or a group of affiliated limited partners.

Together, Managed Funds and Separate Accounts are referred to as “Managed Accounts.” Services for Managed Accounts include screening and investigating prospective investments, negotiating the terms and conditions of the participation in those investments, ongoing monitoring of Managed Account investments and communicating with the teams that manage such investments, and managing the disposition of investments, including publicly-traded securities distributed by Private Equity Funds. In addition, the Firm may occasionally accept discrete assignments from clients to analyze or manage specific Private Equity Funds or Direct Investments. The Firm does not participate in wrap fee programs. The Firm tailors its advisory services to meet the individual needs and investment restrictions of clients or, in the case of Managed Funds, groups of investors. Most Managed Funds consist of parallel funds that accommodate investment restrictions or preferences of investors, such as parallel funds for non-US investors and investors that are US taxpayers. Because Managed Funds are pooled investment vehicles, in general, each investor participates in each Managed Fund on the same terms and conditions, as set forth in the Governing Documents (as defined below). The Firm provides investment supervisory services to each Managed Account in accordance with governing documents of such account or separate investment and advisory, investment management or portfolio management agreements (each, an “Advisory Agreement”). Investment restrictions for the Managed Accounts, if any, are generally established in the organizational/foundational or offering documents of the applicable Fund, Advisory Agreements and/or side letter agreements negotiated with investors in the applicable Managed Account (such documents collectively, a Managed Account’s “Governing Documents”). The Firm may also tailor its services by entering into “side letter” arrangements with investors in cases where investors are subject to additional needs or restrictions not met by a parallel fund or otherwise where investors seek to alter or supplement the terms of the partnership agreement of a Managed Fund. For example, side letters might supplement the existing Governing Documents, address issues such as reporting or confidentiality, regulatory or tax considerations applicable to an investor, or modify or clarify the application of specified sections of the Managed Fund’s Governing Documents. Typically, each investor in a Managed Fund has the right to elect to receive the benefit of side letter provisions extended to similarly situated investors, subject to specified exceptions. Separate Accounts are available to clients with substantial assets to invest, and are tailored to meet a particular client's investment, reporting and other needs and restrictions. As of December 31, 2025, the Firm has Regulatory Assets Under Management (“RAUM”) of approximately $18 billion, with approximately $17 billion on a discretionary basis and $1 billion on a non-discretionary basis. These amounts reflect RAUM as disclosed in Part 1 of the Firm’s Form ADV and include all securities accounts for which the Firm provides continuous and regular supervisory or management services.

Fees, specifically for evergreen structured funds, are generally calculated based on a fee rate multiplied by the net asset value of an investor’s capital account. Under certain limited circumstances, the Firm negotiates Managed Fund management fees with individual investors and consultants on behalf of investors, and it waives or reduces these fees for investments by its employees and other affiliates. The Firm may also aggregate the investments of two or more related investors in a single Managed Fund for purposes of calculating the management fee rate. Certain Managed Funds calculate management fees based on “invested capital,” defined generally as the cost basis of portfolio investments which have not been disposed of or written off. The Firm does have investment vehicles for the Firm’s employees who meet the definition of “knowledgeable employees” pursuant to Rule 3c-5 under the Investment Company Act of 1940, as amended. Such employee investment vehicles will not pay management fees or carried interest, performance allocations or other performance-based fees or allocations (collectively, “Carried Interest”). The fee structures described herein may be modified from time to time. Fees differ among Managed Funds, as well as among investors in the same Managed Fund. The private placement memorandum or similar document for each Managed Fund provides additional disclosures regarding management fees and other expenses. Management fees for each Separate Account are individually negotiated with each client. In addition to management fees, each Managed Fund (and certain Separate Accounts) also has Carried Interest arrangements with the Firm or its affiliates, as described below under “Performance-Based Fees and Side by Side Management.” Managed Funds pay management fees to the Firm on a quarterly basis, generally in arrears on the last day of each fiscal quarter, although certain Managed Accounts pay quarterly management fees in advance on the first day of each fiscal quarter. The Managed Fund’s custodian typically pays these fees to the Firm. The method of collection for Separate Accounts is negotiated with the client. Each Managed Account bears its reasonable and properly incurred operating costs and extraordinary expenses as set out in the Governing Documents of the Managed Account. Operating costs and expenses include, but are not limited to: (i)

organization and offer, distribution and placement expenses of the interests in the Managed Account, including but not limited to, legal, regulatory compliance, and accounting fees, printing costs, travel expenses and expenses of meals, travel or lodging in connection with presentations to, and due diligence of, for certain prospective investors (generally up to a specified limit);

(ii)

legal fees and expenses incurred when reviewing and negotiating potential investments as well as other costs related to the acquisition, ownership and sale of investments (including hedging and derivative transactions), including brokerage commissions and other transaction costs, as described below under “Brokerage Practices,” transaction taxes and due diligence, appraisal, travel, investment banking, accounting, custodian and research expenses, including all costs with respect to transactions that are not consummated to the extent that such costs are not reimbursed by entities in which the Managed Account invests or proposes to invest;

(iii)

For certain Managed Accounts, the Firm charges (or intends to charge) the Managed Account for the cost of its use of certain of the Firm’s in-house professionals, such as legal team professionals, compliance professionals, tax professionals and accountants. The scope of such reimbursements and how they are calculated is described below (see “Reimbursable Managed Accounts”);

(iv)

transfer, registration and similar expenses incurred by the Managed Account or any taxes levied upon the Managed Account;

(v)

expenses related to the organization or maintenance of any intermediate entity used to acquire, hold or dispose of an investment;

(vi)

expenses incurred in connection with legal and regulatory compliance with U.S. federal, state, local, non-U.S. or other laws and regulations related to the Managed Account or its investments, including any expenses derived from compliance with the Alternative Investment Fund Managers Directive, the Sustainable Finance Disclosure Regulation, and expenses preparing and filing reports under the Securities Act of 1933, as amended and/or the Securities Exchange Act of 1934, as amended;

(vii)

expenses of tax advisors, legal counsel, accountants, custodians, outside administrators, auditors, consultants, contractors and other advisors retained by the Firm on behalf of the Managed Account and all ordinary out-of-pocket expenses related to the operation, administration or liquidation of the Managed Account, including the cost of the preparation, printing and distribution of the Managed Accounts financial statements or other reports, auditing and tax preparation expenses and cash management expenses;

(viii) expenses of the Managed Account’s advisory board and meetings of the partners (if applicable), including travel costs; (ix)

interest on and expenses arising out of all financings (i.e. subscription lines, guarantees, or letters of credit) entered into by the Managed Account, including those of lenders and other financing sources;

(x)

all extraordinary expenses, such as litigation (whether actual or prospective), arbitration, discovery requests, and indemnification costs and expenses, judgements and settlements;

(xi)

systems and technology expenses (including outsourced administrative services) associated with the Managed Account’s recordkeeping, financial statements, tax returns, reports to investors, portfolio management and research;

(xii)

premiums for insurance expenses, including, but not limited to, directors and officers liability insurance, errors and omissions insurance, cybersecurity and other policies, if any;

(xiii) fees and expenses paid to third-party valuation agents for valuations, appraisals or pricing services, administration (including maintaining the books and records of a Managed Account, including any related internal costs that the Firm may incur to produce any such books and records or external costs for a third-party administrator to maintain and oversee a Managed Account’s books and records), filing and similar fees paid on behalf of a Managed Account, including reimbursements of any fees and expenses to advisers, Environmental, Social, and Governance (“ESG“) consultants, service providers and other third parties, research and other information (including, but not limited to, research costs allocated by the Firm’s internal research team and thirdparty groups, and including data and information service subscriptions, related systems and services from data providers and data management software and including any research or other service that may be deemed to be bundled for the benefit of such Managed Account), as well as the information technology systems used to obtain such research and other information, third-party diligence software and service providers, subject and industry-matter research and experts; (xiv)

information technology system expenses associated with, but not limited to, the Managed Account’s recordkeeping, financial statements, tax returns, reports to investors, portfolio management, investment due diligence, or research (including the costs of acquiring, developing, implementing and maintaining specialty and custom computer software and hardware and other technological systems for the benefit of a Managed Account, its investors, or a portfolio investment or potential investment);

(xv)

costs and expenses related to defaults by partners (including the general partner or limited partner) of any payments or capital contributions;

(xvi)

costs and expenses related to the use of fund administrators

Reimbursable Managed Accounts. For each Managed Account whose Governing Documents permit the Firm to do so (a “Reimbursable Managed Account”), the Firm charges (or intends to charge) the Reimbursable Managed Account for its use of certain of the Firm’s in-house professionals, such as legal team professionals, compliance personnel, tax professionals and accountants (“In-House Professionals”). Such reimbursements are designed to recoup the portion of the Firm's costs for such professionals fairly allocable to Reimbursable Managed Accounts, including costs with respect to professionals who provide services relating to the organization of such accounts (subject to the limits set forth in such accounts’ Governing Documents). All Reimbursable Managed Accounts commenced operations after May 1, 2020. Aside from the required authorization in a Reimbursable Managed Account’s Governing Documents, the Firm would allocate the cost of its In-House Professionals only if certain conditions are met (as determined by the Firm’s Expense Allocation Committee):

• • •

the fees, costs and other expenses of these services would be paid by the Reimbursable Managed Account if the services were provided by third-party service providers; the Firm reasonably believes that, on balance, it is in the Reimbursable Managed Account’s best interests to have in-house personnel perform such services; and the costs of providing such services in-house are less than the amount that would be charged by a third party in an arm’s-length transaction.

Occasionally, whether a service meets the criteria for reimbursement from a Reimbursable Managed Account is not clear. In such circumstances, the Firm will determine in its sole discretion whether reimbursement is appropriate. From time to time, the Firm’s In-House Professionals work alongside third-party service providers on the same matter or engagement. When this occurs, although a third party is also engaged on the matter, a Reimbursable Managed Account would still reimburse the Firm for the work performed in-house to the extent the Firm determines that the inhouse work meets the criteria for reimbursement. The Firm may use In-House Professionals in lieu of third-party service providers even if such other entity or person may be regarded as more qualified to provide the applicable services. It is expected that the services provided by the Firm’s In-House Professionals may expand over time. The allocation of such compensation and expenses between the Firm and/or a Reimbursable Managed Account requires judgments as to methodology that the Firm makes in good faith but in its sole discretion. The Firm has developed processes and controls to quantify and monitor the allocation of expenses relating to in-house services. The levels of control include but are not limited to, (i) each individual service provider (i.e., Firm employee) preparing time allocations to reflect the services he or she provided to various Reimbursable Managed Accounts, (ii) approval of reimbursement for new Managed Accounts by the Firm’s Expense Allocation Committee, (iii) review of the allocations by senior professionals in the relevant service group for reasonableness, and (iv) review of the allocations or summaries thereof, by the Firm’s Expense Allocation Committee on a periodic basis. The Firm determines the cost of services performed by a Firm employee providing in-house services by reference to: the aggregate regular annual compensation paid to the employee (including salary, employer-paid payroll and unemployment taxes, certain employee benefits, and bonuses); profits interests, equity interests or other incentive-based compensation paid to the employee and related to the employee’s work for the Reimbursable Managed Account; and the estimated amount of time spent by the employee providing the in-house services for the Reimbursable Managed Account. The Firm reviews the in-house service cost rate for samplings of Firm employees against third-party benchmarks on a regular (typically annual) basis. Should the actual in-house service cost exceed the third-party benchmark, the Reimbursable Managed Accounts will bear the relevant costs at the third-party benchmark rate. The Firm will select the relevant third-party benchmarks in good faith but, in the case of certain service groups, the thirdparty benchmark used might not be directly comparable to the internal costs being compared to the third-party benchmark.

The Firm may allocate expenses relating to in-house services to the Reimbursable Managed Accounts on a quarterly, annual or other periodic basis, which may require the Firm to make adjustments from time to time to such allocations to account for future determinations of actual costs of services or to otherwise ensure the fairness or reasonableness of such allocations. Certain Reimbursable Managed Accounts may negotiate provisions regarding in-house expense allocation, such as annual caps on the amounts reimbursed, which could result in those accounts bearing less expense for the same or similar services. While the Firm seeks to obtain benchmarking data regarding third-party rates for similar services, relevant comparisons may not be available for a variety of reasons, including as a result of lack of a substantial market of providers or users for such service, confidentiality reasons and the bespoke nature of certain services. As a result, market comparisons may not (and often do not) result in precise comparable data for certain services. Because the in-house expense allocation process relies on certain judgments and assessments that in turn are based on information and estimates from various individuals, the allocations that result will not be exact. Any methodology chosen by the Firm involves inherent conflicts of interest and could result in a greater expense to the Reimbursable Managed Accounts than would be the case if such services were provided by third parties. Despite the Firm’s good faith judgment to arrive at a fair and reasonable expense allocation methodology, a Reimbursable Managed Account may bear relatively more expense in certain instances and relatively less in other instances compared to what such Managed Fund would have borne if a different methodology had been used. From time to time, to the extent consistent with a Reimbursable Managed Account’s Governing Documents, and without advance notification to clients, the Firm may use additional or different methods to allocate in-house expenses in an effort to ensure that such expenses remain fairly and reasonably allocated among the Firm and Reimbursable Managed Accounts. The costs of the In-House Professionals will be allocated to Reimbursable Managed Accounts generally based upon the business time of such professionals spent on activities of the Reimbursable Managed Accounts in relation to the overall time spent on Reimbursable Managed Accounts and non-Reimbursable Managed Accounts matters (including matters relating to Siguler Guff and other funds and accounts managed by Siguler Guff). The existence of such an allocation policy may result in certain potential or actual conflicts of interest, including: a reduced incentive to limit the compensation of In-House Professionals who work on Reimbursable Managed Accounts matters because the Reimbursable Managed Accounts pay a portion of the Firm’s cost of In-House Professionals (which would increase the amount of expenses allocated to the Reimbursable Managed Accounts); and an incentive to make greater use of internal personnel for work on Reimbursable Managed Accounts matters, which could result in greater use of third-party service providers for other funds/accounts managed by the Firm. Furthermore, although the Firm will conduct a multi-tiered review of all in-house expense allocations, the process inherently involves a degree of Firm discretion, which necessarily entails a potential or actual conflict of interest. For the avoidance of doubt, any costs paid by a Reimbursable Managed Account to the Investment Manager as reimbursement for utilizing the services of its In-House Professionals will not offset the management fees payable to the Investment Manager.

Managed Accounts will reimburse the Firm (including the general partner) for any reasonable or properly incurred expense paid by the Firm that are expenses to be properly borne by the Managed Accounts. Because certain expenses may be shared by more than one Managed Account, the Firm has adopted policies and procedures for the allocation of such expenses among the Managed Accounts. Investment-related expenses shared by more than one Managed Account will generally (with limited exceptions) be allocated pro rata based on the Firm’s reasonable assessment of the amount available for investment with respect to such investment by each Managed Account. Noninvestment-related expenses shared by more than one Managed Account will be allocated in a manner that the Firm considers to be fair and reasonable, taking into account the actual or estimated relative benefits to each Managed Account derived by such expense. The Firm will make any corrective allocations and take any mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable to ensure allocations are equitable on an overall basis in its good faith judgment. Notwithstanding the foregoing, the portion of an expense allocated to a Managed Account for a particular service will not always reflect the relative benefit derived by such Managed Account from that service in any particular instance and, to the extent permitted by applicable law, the Firm may determine an allocation of expenses to be fair and equitable even where a Managed Account is required to bear more than its proportional share of such fees or expenses relative to other Managed Accounts receiving the same service or participating in the same transaction. When making expense allocation determinations, the Firm generally will allocate an expense to one or more Managed Accounts that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Managed Accounts that were not formed or in existence or otherwise identified as Managed Accounts at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense. In addition, expenses may at times be shared among one or more Managed Accounts and Siguler Guff or its affiliates. If an affiliate of Siguler Guff co-invests in a transaction alongside a Managed Account, the affiliate will pay its allocable share of transaction expenses and, if the affiliate is entitled or required to co-invest in all transactions, the affiliate would pay its allocable share of expenses for deals that are pursued but not consummated. Siguler Guff or its affiliates also will share expenses not attributable to a specific transaction or Managed Account, such as insurance premiums and research or information services. Affiliates of the Firm are in some cases entitled to receive a Carried Interest payment (as described below under “Performance-Based Fees and Side-By-Side Management”) based on realized profits and might be required to return all or a portion of that Carried Interest because of later-realized losses. This potential refund, commonly referred to as a general partner “clawback,” generally would be paid at the termination of the Managed Account and in accordance with detailed provisions included in the Managed Account Governing Documents. The Firm markets its products and certain services through an affiliated broker-dealer, Siguler Guff Global Markets, LLC (“SGGM”). SGGM operates as a FINRA-registered broker-dealer

primarily for the limited purpose of offering interests in Managed Accounts advised by the Firm. A portion of the compensation paid to marketing employees who are also registered representatives of SGGM is based on a percentage of the management fees received by the Firm from Managed Accounts sold by the marketing employee. The compensation of such persons is paid entirely by the Firm. Neither the Firm nor its supervised persons receive any sales compensation from Managed Account investors or third parties in connection with the distribution of its investment products. From time to time, the Firm enters into agreements with third party firms to solicit Managed Fund investors or Separate Account clients. Except as described below with respect to feeder funds, compensation to these third-party solicitors is borne entirely by the Firm. The Firm has an agreement with BNY Mellon Securities Corporation (“BNYMSC”), a registered broker-dealer, member of FINRA and indirect, wholly-owned subsidiary of the Bank of New York Mellon Corporation (“BNY Mellon”) to distribute certain of the Firm’s Managed Accounts. Pursuant to this agreement, the Firm pays BNYMSC a fee. As previously noted in Item 4, BNY Mellon owns a non-voting 20% interest in the Firm. In addition, the Firm has entered into agreements with unaffiliated third-party placement agents to solicit investors for specific Managed Funds. The unaffiliated third-party placement agents are paid placement/success fees in connection with their sales efforts, typically based on the capital commitment made to the fund and typically calculated based on the applicable management fee rate for the Managed Fund. BNYMSC and the thirdparty placement agents are not clients of the Firm but the compensation arrangements may create material conflicts of interest. From time to time, third party investment firms might establish “feeder” funds through which that firm's clients will invest in a Managed Fund. The Firm can charge such feeder funds higher fees or expenses than those charged to other investors in the Managed Fund, and pay a management, administrative or placement fee to the firm sponsoring the feeder fund. Such an arrangement could encourage third party investment firms to recommend a Managed Fund over other suitable investments. The Firm requires the sponsors of such feeder funds to fully disclose to feeder fund investors all fees and expenses borne by such investors, whether charged directly by the feeder fund or its sponsor to its investors, or indirectly through the fees, the feeder fund pays to the Firm's Managed Fund.

Performance allocations for evergreen structures are typically calculated and allocated on an annual basis as of year-end each year. The Firm believes that its profit-sharing arrangements can serve to better align the interests of the Firm

with those of its investors. However, the potential to receive Carried Interest or another performance-based compensation might create a motive for the Firm to make riskier investments on behalf of its clients than would otherwise be the case, because the Firm shares in gains but not in losses (except through the loss of the potential to receive a Carried Interest). Paradoxically, the potential to receive a Carried Interest could create a motive for the Firm to limit risks to avoid losing an accrued Carried Interest – for example, by selling an appreciated investment even though the Firm believes there remains potential for further appreciation. In the case of most Managed Funds, the general partner’s Carried Interest is higher for the Managed Fund’s Direct Investments than for the Managed Fund's Private Equity Fund investments; certain Separate Accounts also provide a similar profit share arrangement. This twotier profit share structure could provide an economic incentive for the Firm to cause a Managed Account to favor Direct Investments over Private Equity Funds. In addition, the Carried Interest or other performance-based incentives that the Firm receives vary among the Managed Accounts, as do the methods of calculating management fees. These differences could provide an incentive for the Firm to allocate investments to Managed Accounts with the potential for higher compensation to the Firm. Similar conflicts might arise with respect to allocation of investment disposition opportunities. A number of factors mitigate these potential conflicts of interest, including: (i) (ii) (iii) (iv)

the percentage of each Managed Account's committed capital that can be invested in Direct Investments is contractually capped; the Firm and/or its principals generally invest their own capital alongside clients in a Managed Account, so that the Firm or its principals would suffer losses from imprudent or ill-chosen investments alongside the Firm's clients; the Firm's ability to continue to raise capital from investors and clients is dependent on its delivering strong investment results in its existing Managed Accounts; and the Firm’s allocation policy provides an independent review of allocations among Managed Accounts by an Allocation Committee comprised of the Head of Tax, Finance, and Operations, the Chief Financial Officer and Chief Compliance Officer, each of whom are not part of the investment teams or investment committees.

For both investments in Private Equity Funds and Direct Investments, the Firm undertakes a multidimensional due diligence process, including investment due diligence, tax due diligence, legal due diligence and operational due diligence: (i) Investment Due Diligence Process: The Firm's investment due diligence process for Private Equity Funds typically involves multiple meetings with each potential Private Equity Fund’s management, a detailed review of investment performance, a review of sample investment files, and extensive reference checking. The Firm focuses significantly on the target firm's investment history and investment pipeline, seeking to evaluate the drivers behind a Private Equity Fund's past performance, and the vision of the management team for investments going forward. In the case of Direct Investments, the Firm's investment due diligence process focuses on a wide range of issues, including the quality and integrity of the target company's management, the company's historic and projected financial results, the company's competitive landscape, and internal and external risks that can affect the validity of business and financial projections. In the case of Direct Investments made alongside a Private Equity Fund, the Firm may rely on the due diligence performed by the Private Equity Fund's management. In the case of other Direct Investments, the Firm originates and performs the due diligence internally. (ii)

Legal/Tax Due Diligence Process: Parallel to and independent of the investment due diligence process, the Firm’s legal team conducts or oversees background searches, reviews and negotiates investment documents and terms, and evaluates whether the potential investment is suitable for the intended clients from a tax and regulatory perspective.

(iii)

Operational Due Diligence Process: Parallel to and independent of the investment due diligence processes, the Firm's operations team conducts a risk-based review of a potential investee Private Equity Fund’s back office and middle office processes and financial controls. The operations team similarly performs due diligence analyses for Direct Investments, the detail and depth of which is determined based on the nature of the investment.

(iv)

Foreign Corrupt Practices Act (“FCPA”) / Anti-Corruption Review: Parallel to and independent of the investment due diligence process, the Firm conducts a review of issues related to the investment and determines whether there exist significant risks specifically under the FCPA and broader anti-corruption regulatory regimes and, if so,

how these risks are being or could be mitigated. These evaluations are based upon the nature of the Managed Account’s investment program or business, questionnaire responses from general partners, deal sponsors or management, and independent research and investigation, conducted by the Firm or by a deal sponsor. Responsible Investing: Parallel to, and independent of the investment due diligence process, the Firm’s Director of ESG conducts a review of responsible investing items, including ESG, related to the investment and determines whether significant risks exist. The Firm’s responsible investing efforts are overseen by a committee comprised of senior leaders across different areas of the Firm. Committee members are responsible for evaluating responsible investing risks and the effectiveness of the Firm’s internal responsible investing policies including its Responsible Investment Policy. Responsible investing risks vary and are often unique to the strategy, sector, or specific deal. Responsible investing requires an investment discipline that integrates certain factors and considerations into the investment process including sourcing, due diligence, negotiation of terms and conditions, and remedial action, if and when required. The Firm believes that responsible investment practices are fundamental to an investment’s foundation, can help mitigate risk, and can help create positive outcomes for all stakeholders. The responsible investing review is one of a number of factors in the Firm’s investment due diligence process. Applying responsible investing to investment decisions is qualitative and subjective by nature, and there is no guarantee or assurance that the criteria utilized by the Firm or any judgment exercised by the Firm in making an investment decision will reflect the responsible investing-related beliefs or values of any particular investor or group of investors. In evaluating an investment, the Firm is dependent upon information and data obtained through voluntary or third-party reporting that could be incomplete, inaccurate, or unavailable, which could cause the Firm’s assessment of an investment's practices and/or related risks and opportunities to be incorrect as well as the Firm’s ability to properly identify and analyze material responsible investment and other factors and their impact-related value. Please see “Investment Risks—RI Matters” for further information regarding how ESG is considered in connection with investments. Investment Risks All investments involve the risk of complete loss that all clients and investors should be prepared to bear. A fundamental premise of private equity investing is the acceptance of illiquidity and a higher degree of risk in expectation of higher returns. Certain of the more significant risks shared by most Managed Accounts are discussed briefly below: (i)

Illiquidity and Long Holding Period: Investors in most of the Firm’s Managed Funds have no redemption rights, and their ability to sell their partnership interests to third parties at current net asset value might be limited. Managed Funds typically have terms exceeding ten years, generally with permitted extensions. Managed Fund investors therefore should be financially able to hold their investments for the long term. While

(ii)

(iii)

(iv)

(v)

(vi)

Separate Account clients might have greater rights to terminate the Separate Account than those of an investor in a Managed Fund, the assets held in the Separate Account typically have similar limitations on liquidity and transfer. Certain “evergreen” Managed Funds and Separate Accounts have “slow pay” redemption provisions whereby net redemption proceeds are generally paid out over time as underlying investments are realized or paid off. In such cases investors would be exposed to investment risk during the redemption process. Lack of Diversification: The portfolios of Managed Accounts typically hold fewer discrete investments than managed public securities portfolios such as mutual funds. Furthermore, the Managed Funds and certain Separate Accounts have focused investment objectives and, accordingly, have concentrated exposure to particular sectors or geographic areas. The ability of Managed Funds and certain Separate Accounts to make Direct Investments further increases their portfolio concentration. Lack of Ability to Participate: Key Personnel: Investors in Managed Funds (and, to a lesser extent, Separate Account clients) have no right or power to participate in the management or control of the business of the Managed Fund or Separate Account and thus must depend solely upon the ability of the Firm to make investments and otherwise manage the enterprise. Investors in Managed Accounts may invest in reliance on the abilities and background of key Firm personnel, who might not remain available to the Firm for the life of the investment. Unspecified Use of Proceeds: Limited Recourse: Investors in Managed Accounts generally will not know what specific investments will be made at the inception of the Managed Account relationship. Managed Fund investors have limited rights to withdraw from the Managed Fund, cease to make further capital contributions or terminate the Firm as manager, even if such investors are dissatisfied with the investments made or investment results. Separate Account clients generally have stronger governance rights but may face practical obstacles to early termination of a Separate Account or replacing the Firm as manager. The Governing Documents of Managed Accounts contain provisions limiting the Firm's liability to investors or clients, and providing for broad indemnification of the Firm against liability, except that none of the indemnification provisions constitute a waiver of the Firm’s nonwaivable federal fiduciary duties to the Managed Accounts under the Advisers Act. Changing Market Conditions: Many of the Firm’s investment strategies are premised in part upon an imbalance between supply and demand of investment capital, or other market inefficiencies. These inefficiencies, even if correctly identified by the Firm, might abate or disappear before a Managed Account has deployed all of its capital. Investments Outside the United States: Investments by Managed Accounts or their underlying Private Equity Funds in companies based outside the United States involve additional risks, including: currency fluctuation; less robust banking and other financial systems; less reliable financial reporting; less developed judicial and regulatory regimes; potential for restrictions on repatriation of investments or confiscatory taxation; and potential political, social, or economic instability. For example, the ongoing conflict between Russia and Ukraine has resulted in the imposition of numerous economic and trade sanctions, export controls, and other restrictions targeting Russia and Belarus, and there have been counter-sanctions and export controls targeting the U.S. and various foreign countries.

(vii)

Management Fees and Expenses: Managed Accounts bear management fees and expenses directly and indirectly share in the management fees and expenses of the Private Equity Funds and Direct Investments in which their portfolios invest. The investment return on the underlying investments therefore must be sufficient to offset both levels of fees and expenses before Managed Account investors will earn a positive investment return. In addition, to the extent a management fee (on a Managed Account or on one of its underlying investments) is based on committed rather than invested capital, investors pay management fees on both called and uncalled capital, resulting in high effective fee rates at the beginning of a Managed Account investment when little capital has been called and invested. Because of the extensive due diligence and ongoing management activity required for many private equity investments, expenses aside from management fees are generally higher than for portfolios invested in public markets. (viii) Uncertainty of Valuation: Managed Accounts and their underlying Private Equity Fund investments will, generally, value their assets using a “fair value” methodology dictated by their Governing Documents, and the valuation methods used by Managed Accounts and by underlying Private Equity Funds will vary. It is also possible that a Direct Investment could be owned by two or more Private Equity Funds at differing valuations. The values of investments as determined under these methods do not necessarily reflect the price at which the investments could currently be sold in an arm’s length transaction. Thus, measuring the performance of a Private Equity Fund or Direct Investment prior to its full realization involves substantial uncertainty. Certain Conflicts of Interest: With respect to each Managed Account, the other activities of the Firm may give rise to conflicts of interest. The Firm is engaged in the management of a number of Managed Funds and manages Separate Accounts for institutional and individual clients. The Governing Documents for Managed Accounts permit the Firm, under certain circumstances, to form additional Managed Accounts in the future, and the investment objectives of previouslyexisting or later-formed Managed Accounts could overlap with those of particular Managed Accounts. To the extent other Separate Accounts or Managed Funds are appropriate investors for some of the same opportunities as an existing Managed Account, the Firm will allocate opportunities to all Separate Accounts and Managed Funds for which the investment is suitable in a fair and equitable manner in accordance with its then existing allocation policies (including review and approval by the Allocation Committee). This allocation of opportunities may result in a Managed Account participating in an investment to a lesser extent than would otherwise have been the case. Because some of the factors used in making allocation decisions are subjective or not readily verifiable, investors are reliant on the Firm to make fair and suitable allocation decisions. Additionally, there may be instances where the Firm causes a transaction to occur between two or more of its Managed Accounts, also known as a cross-trade. If a cross-trade were to occur, additional conflicts reviews and analysis would need to be made. See “Performance-Based Fees and Side-By-Side Management” above for a discussion of potential conflicts arising from performance fees and other compensation arrangements. Subscription Lines of Credit: Certain Managed Funds or Separate Accounts of the Firm may obtain or make use of one or more subscription lines of credit (“Credit Facilities”) secured by the capital

commitments of the Managed Funds’ or Separate Accounts’ partners (including limited partners) as a form of short-term financing. These Credit Facilities can enable Managed Accounts from time to time to make investments or pay management fees or other Managed Account expenses in lieu of calling capital from limited partners. While Credit Facilities can serve as an interim method of substituting for partner capital, the Firm has not and does not intend to allow its Managed Accounts to use Credit Facilities to invest more than its committed capital. The use of Credit Facilities may contribute to higher Internal Rates of Return, may cause Managed Accounts to bear interest on the outstanding principal amount, and subject Managed Accounts to certain fees and expenses that could affect liquidity and cash flows. Custody and Banking Risks: The Funds 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 the Managed Accounts, their portfolio companies, the General Partner and/or the Firm transact may inhibit the ability of the Managed Accounts or their portfolio companies to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Managed Accounts may be forced to delay or forgo investments or to call capital when it is not desirable to do so, potentially resulting in lower performance for the Managed Accounts. In the event of such a failure of a banking institution where the Managed Accounts or one or more of its portfolio companies 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, the Managed Accounts and their affected portfolio companies 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 the Managed Accounts or their portfolio companies. One or more investors or a Managed Account’s general partner could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, a Managed Account’s general partner 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. Public Health Emergency Risk Factor: Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and the outbreak of novel and highly contagious forms of coronavirus (“COVID-19”), has resulted in impacts to global commercial activity and contributed to significant volatility in both the equity and debt markets. The COVID-19 pandemic and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may have a significant adverse impact on the Firm and its Managed Funds, and could adversely affect the Managed Funds’ ability to fulfill their investment objectives.

The extent of the impact of any public health emergency on the Managed Funds’ and their portfolio investments’ operational and investment performance will depend on many factors, the impacts of which cannot be predicted with any degree of certainty, including but not limited to: • • • • • •

the ultimate duration and scope of such public health emergency; the extent of any related travel advisories and restrictions implemented; the effectiveness of other governmental, legislative and financial and monetary policy interventions designed to mitigate the crisis and address its negative externalities; the impact of such public health emergency on overall supply and demand (consumer and industrial), goods and services, investor liquidity, consumer confidence and levels of economic activity; disruptions to shipping and other transportation; and the extent of its disruption to important global, regional and local supply chains and economic markets.

The effects of a public health emergency may materially and adversely impact the value and performance of the Managed Funds’ portfolio investments, potentially causing financial distress (particularly for highly leveraged portfolio investments or portfolio investments with low cash reserves), impairing the Managed Funds’ ability to source, manage and divest investments and ability to achieve their investment objectives, all of which could result in losses to the Managed Funds. In addition, the operations of the Managed Funds, their portfolio investments, the Firm and the Investment Manager may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including operational disruptions and its potential adverse impact on the health of any such entity’s personnel and reduced efficiency due to illness of a portion of the workforce or the need to work remotely. The Firm’s key vendors and service providers, such as providers of outsourced accounting services, consultants and external counsel, are also subject to these risks. Recent Financial Market Fluctuations. Various sectors of the U.S. and global financial markets and the broader current financial environment have been, and continue to be, characterized by uncertainty, volatility and instability. The financial services industry generally and investment activities are affected by general economic and market conditions, including interest rates, availability of credit, lack of price transparency, inflation rates, economic uncertainty, changes in tax and other applicable laws and regulations, trade barriers, national and international and environmental and socioeconomic circumstances. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Managed Funds and may affect the Managed Funds’ ability to make investments and the value of the investments held by the Managed Funds. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Managed Funds’ investments. The public securities markets have seen increased volatility and the ability of companies to obtain financing for ongoing operations or expansions may be severely hampered by the tightening of the credit markets and the ongoing financial turmoil. It is unclear what the repercussions of this market turmoil may be. Moreover, it remains unknown whether governmental measures undertaken in response to such turmoil (whether regulatory or financial in nature) will have a positive or negative

effect on market conditions. There can be no assurance that the market will, in the future, become more liquid than it is at present, and it may well continue to be volatile for the foreseeable future. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. Continued or renewed volatility in the financial sector may have an adverse material effect on the ability of the Managed Funds to buy, sell and partially dispose of their portfolio investments. The Managed Funds may be adversely affected to the extent that they may seek to dispose of some of their portfolio investments during an illiquid or volatile market, and a Managed Fund may find itself unable to dispose of investments at prices that the Firm believes reflect the fair value of such investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted. Valuation of Assets. There is no actively traded market for certain of the securities owned by the Managed Funds. When estimating fair value, the Firm will apply a methodology based on its best judgment that is appropriate in light of the nature, facts and circumstance of the investments. Valuations are subject to multiple levels of review for approval and ensuring that portfolio investments are fairly valued is an important focus of the Firm. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and differs from the prices at which such securities may ultimately be sold. Third-party pricing information may at times not be available regarding certain of a Managed Fund’s assets. With respect to the Managed Funds, the exercise of discretion in valuation by the Firm gives rise to conflicts of interest. Valuations (including, for instance, determination of when an investment should be written down or written off) impact the Firm’s track record, and the performance allocation in certain Managed Funds is calculated based, in part, on these valuations, and such valuations affect the amount and timing of performance fees and calculation of management fees. Cybersecurity Risk. The Firm, the Managed Funds’ service providers and other market participants depend on complex and often interconnected information technology and communications systems to conduct business functions. These systems are subject to a number of different threats and other risks that could adversely affect the Managed Funds and their investors, despite the efforts of the Firm and the Managed Funds’ service providers to adopt technologies, processes and procedures intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the security, confidentiality, integrity and availability of information belonging to the Managed Fund and its investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, encrypt or otherwise prevent access to these systems of the Firm, the Managed Funds’ service providers and counterparties, as well as the data stored by these systems, including investor information. The Firm and the Managed Funds’ service providers may be subject to ransomware or other attacks that could cause a substantial business disruption or loss of availability of data that could prevent the Managed Funds and Firm from executing its investment strategy or accessing an account, which could lead to financial losses. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of the Firm’s systems to disclose sensitive information in order to gain access to the Firm’s data or that of the Managed Funds’ investors or to transfer funds to unauthorized third parties. A successful penetration or circumvention of the security of the Firm’s systems by unauthorized third

parties could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Managed Funds, the Firm or their service providers to incur regulatory penalties, reputational damage, additional compliance costs, increased insurance premiums or financial loss. In addition, the Firm may incur substantial costs related to investigation and remediation of the cybersecurity incident, increasing and upgrading cybersecurity protections including its administrative, technical, organizational and physical controls, acts of identity theft, unauthorized use or loss of proprietary information, adverse investor reaction, increased insurance premiums or difficulties obtaining insurance coverage, or litigation, regulatory actions or other legal risks. Risks of Artificial Intelligence (“AI”). Recent technological advances in artificial intelligence and machine learning technology could pose risks to the Firm, its investors, the Firm’s underlying portfolio funds or its portfolio companies, or respective affiliates. The Firm’s ability to use, manage and aggregate data may be limited by the effectiveness of its policies, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit the Firm’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. While the Firm may restrict certain uses of third-party and open source AI tools, such as ChatGPT or Co-Pilot, the Firm’s employees and consultants and a Managed Fund’s portfolio companies use certain AI tools for certain purposes, including investment due diligence and research, which poses additional risks relating to the protection of the Firm’s and such portfolio investments’ proprietary data, including the potential exposure of the Firm’s or such portfolio investments’ confidential information to unauthorized recipients and the misuse of the Firm’s or third-party intellectual property, which could adversely affect the Firm, a Managed Fund or its portfolio investments. Use of AI tools may result in allegations or claims against the Firm, a Managed Fund or its portfolio investments related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. Such AI tools could also be used against the Firm, a Managed Fund or its portfolio investments in criminal or negligent ways. As the use and availability of AI tools has grown, the U.S. Congress and a number of U.S. federal and state agencies have been examining the AI tools and their use in a variety of industries, including financial services. These agencies have issued proposed or adopted a variety of rules and other guidance regarding the use of AI. AI similarly faces an uncertain regulatory landscape in many foreign jurisdictions. Tax Reform Risks. Tax law is subject to change and various historic and current legislative proposals could affect the Managed Funds and the investors. Under current law, capital gains in respect of a general partner’s right to Carried Interest will be subject to a three-year “holding period” in order to be classified as “long term capital gains,” while the corresponding holding period requirement with respect to capital gains that Managed Fund investors are allocated is one year. This Carried Interest holding period requirement could affect investment decisions, including the timing and structure of dispositions and other realization events, and it could adversely impact returns for investors. For example, the holding period requirement may incentivize the general partner to cause a Managed Fund to hold an investment for longer than three years in order for the general partner to obtain a preferential tax rate on Carried Interest, even

if there are attractive realization opportunities prior to that time. Further, there may be administrative and legislative proposals that seek to further change the tax treatment of “carried interest” in ways that may be adverse to partners in the general partner. A general partner and the Firm may take these potential adverse consequences into account in their management and operation of the Managed Funds and in addressing these adverse consequences, the interests of the general partner and the Firm, on the one hand, may diverge from the interests of the investors, on the other hand. Responsible Investing (“RI”) Matters. RI factors are only some of the many factors the Firm may consider in making an investment or as part of ongoing engagement. Other factors may be given greater weight, particular RI factors may be disregarded and the Firm may not consider all of the RI factors that an investor believes are important. To the extent RI factors are considered, they will be considered based solely on their financial materiality. The Firm invests solely for financial return and does not seek to generate positive RI impact as an investment goal. Its investments may not result in positive RI impact and could adversely impact one or more RI attributes. In addition, the Firm’s RI integration, including those related to environment, social, and governance, may not align with the policies of or regulatory requirements applicable to a particular investor. The Firm has discretion regarding whether to engage with investee companies on RI-related matters. To the extent that the Firm engages with investee companies on RI-related matters, such engagements may not achieve the desired financial and other results. In addition, the market or other stakeholders may not consider the results to be sufficient or desirable. Successful RI integration on the part of the Firm will depend on the Firm’s skill in properly identifying and analyzing material RI factors and their relevance, and there can be no assurance that the Firm will be successful in doing so. RI integration is subjective by nature, and the criteria utilized by the Firm or the judgment exercised by it may not reflect the desired approach of any particular investor. Consideration of RI factors may result in the selection or exclusion of certain investments, sectors, regions, countries or types of investments and/or the pursuit of particular RI engagement strategies and initiatives. Such consideration carries the risk that our Managed Funds may underperform funds that do not take such RI-related factors into account in the same manner. In addition, consideration and management of RI factors may require the Firm to rely on thirdparty information and data, which may be incomplete, inaccurate or unavailable. Limitations in such information and data may result in erroneous assessments by the Firm. RI integration practices are evolving, including without limitation due to regulation, new and changing issues and areas of stakeholder focus, shifting investor sentiment and requirements and evolving investee company practices. Accordingly, the Firm’s RI integration practices will continue to evolve and change, and they may do so in a manner that is adverse to financial return or a particular investor’s goals. Additionally, it should not be assumed that any RI practices or standards will apply to every investment in which the Managed Account invests or that they have applied to all of the Managed Account’s prior investments. RI is only one of many considerations the Firm takes into account when making investment decisions, and other considerations can be expected in certain circumstances to outweigh RI considerations. Any RI information provided is intended solely to provide an indication of RI initiatives and standards that the Firm applies when seeking to evaluate

and/or improve the RI characteristics of an investment as part of the larger goal of maximizing financial returns on investments. Accordingly, certain investments may exhibit characteristics that are inconsistent with certain practices or standards described herein. Climate Change. The Managed Funds may acquire investments that are located in, or have operations in, areas that are subject to the physical impacts of climate change. Any investments located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors. There may be significant physical impacts of climate change that have the potential to have a material effect on the Managed Funds’ business and operations. Physical impacts of climate change may include increased storm intensity and severity of weather (e.g., floods or hurricanes), sea level rise, fires, and extreme and changing temperatures. As a result of these impacts from climate-related events, the Managed Funds may be vulnerable to the following: risks of property damage to the Managed Funds’ investments; indirect financial and operational impacts from disruptions to the operations of the Managed Funds’ investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage for investments in areas subject to severe weather; decreased net migration to areas in which investments are located, resulting in lower than expected demand for both investments and the products and services of the Managed Funds’ investments; increased insurance claims and liabilities; increase in energy costs impacting operational returns; changes in the availability or quality of water, food or other natural resources on which the Managed Funds’ business depends; decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); incorrect longterm valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and economic distributions arising from the foregoing.

Siguler Guff UK LLP (“SG UK”) is an affiliate of the Firm that serves as investment manager to certain Managed Funds that have been established in Europe for certain European investors and designated as alternative investment funds (“AIFs”) under Article 4(1)(a) of the Alternative Investment Fund Managers Directive (“AIFMD”). SG UK is authorized and regulated by the Financial Conduct Authority and has delegated portfolio management and certain other responsibilities to the Firm for the management of the AIFs. Siguler Guff Gestora de Investimentos (Asset Management) Brasil Ltda (“SG Brasil”) is an affiliate of the Firm that serves as a manager of securities portfolios for certain Brazilian and nonBrazilian investors in equity investment funds (“FIPs”), governed by CVM Rule No. 578, multimarket investment funds (“FIMs”), governed by CVM Rule No. 555, and stock investment funds (“FIAs”), governed by CVM Rule No. 555, dated December 17, 2014. SG Brasil is registered and regulated by the Securities and Exchange Commission of Brazil (“Comissão de Valores Mobiliários” or “CVM”). Siguler Guff (Hong Kong) Limited (“SG HK”) is an affiliate of the Firm that markets collective investment schemes managed by the Firm to professional investors in Hong Kong and in the AsiaPacific region. SG HK is licensed with the Securities and Futures Commission to conduct Type 1 (Dealing in Securities) Regulated Activity in Hong Kong. Siguler Guff Australia Pty Ltd. (“SG Australia”) is an affiliate of the Firm that markets collective investment schemes managed by the Firm to professional and qualified investors in Australia. SG Australia is registered with the Australian Investments and Securities Commission. Successor Funds: Once a Managed Fund has allocated a certain percentage of its investable assets, the Firm is typically permitted to organize successor funds, which often pay higher fees because fees on private equity accounts tend to decrease over time. This provides an incentive to invest a Managed Fund’s assets more quickly than might otherwise be the case and also increases the competition for investment opportunities. In addition, some Managed Funds may be contractually promised priority for certain limited investment opportunities. There can be no assurance that a Managed Fund will participate in all investment opportunities that fall within its investment objectives. The Firm makes allocation determinations based solely on the Firm’s 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 Managed Fund in hindsight. Credit Funds: The Firm manages certain Managed Accounts (for the purpose of this section “Credit Funds”) that make or consider making Direct Investments in private companies in the form of debt investments. In many cases, these Direct Investments are sourced from other of the Firm’s investment teams who manage Managed Accounts that have made or are considering making equity investments in the same private companies, through either Private Equity Funds or Direct Investments. Potential conflict of interest exists when its Credit Funds and Managed Accounts hold an interest in a private company’s debt and equity. Such conflicts are exacerbated when an investment is in distress. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity

goals and other interests with respect to a portfolio company. In the event that such investments are made by a Credit Fund, the interests of such Credit Fund will at times conflict with the interest of such other Private Equity Fund, particularly in circumstances where the underlying company is facing financial distress. In such instances, it may be in the best interest of the Credit Fund holding debt securities to declare a default, accelerate a loan or take other protective actions, while such actions would harm another Private Equity Fund’s equity investment in the portfolio company. The involvement of such Managed Accounts at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. The Firm mitigates this conflict, generally, by establishing standardized policies regarding the Credit Fund’s proposed investment vis-à-vis other Managed Accounts. Allocation of Investment Opportunities: George Siguler and Drew Guff sit on the Investment Committees of Managed Funds managed by the Firm and by these affiliated advisers, and various legal, compliance, accounting, tax and operations personnel provide services to all such Managed Funds. These relationships can result in conflicts with respect to the allocation of investment opportunities (including disposition of opportunities). See “Performance-Based Fees and Side by Side Management” above for a discussion of how the Firm seeks to address these conflicts. In addition, the management of multiple Managed Accounts leads to conflicts over the allocation of resources devoted to the management of certain accounts or strategies. The Firm seeks to handle this conflict by devoting what it considers sufficient resources to the management of client accounts. A Managed Fund’s Governing Documents typically provide the Firm (or the Managed Fund’s general partner) with wide latitude to resolve conflicts. The Firm does not receive compensation from the investment advisers it selects or recommends for inclusion in Managed Account portfolios. Siguler Guff Global Markets: SGGM is an affiliate of the Firm and operates as a broker-dealer primarily for the limited purpose of placing interests in Managed Accounts advised by the Firm. Representatives of SGGM are also employees of the Firm (or its direct or indirect parent). A portion of the compensation paid to marketing employees who are also registered persons of SGGM is based on a percentage of the management fees received by the Firm from Managed Accounts sold by the marketing employee. The Firm pays each marketing employee based on a single firm-wide formula that does not vary based on the Managed Account being sold. The Firm’s compensation arrangements with SGGM and its marketing employees could encourage these employees to focus on selling interests in Managed Accounts with higher fees. This conflict is ameliorated in part because clients are made fully aware of the varying management fees for different Managed Accounts. In addition, conflicts of interest may arise because the compensation received by Representatives of SGGM increases with the size of an investor’s investment in a Managed Account. The compensation of marketing employees and investment employees is paid entirely by the Firm. The foregoing is a discussion of some of the conflicts that arise in the Firm’s management of client accounts but is not a complete list of conflicts. Investors should review a Managed Fund’s

organizational and disclosure documents for additional information about possible conflicts. Although the Firm will seek to resolve conflicts in a manner that is fair and reasonable under the circumstances, investors should be aware that conflicts will not always be resolved in their favor and, in fact, the resolution of conflicts may be disadvantageous to one or more investors.

These policies and procedures are designed to help the Firm detect and prevent potential conflicts of interest. The Code prohibits any Firm employee from unlawful or otherwise misuse of material non-public information or confidential information in violation of federal securities insider trading laws. In addition, Firm employees annually receive training in connection with their obligations under the Code. Firm employees who violate the Code may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Firm employees are also required to promptly report any violation of the Code of which they become aware. Firm employees are required to annually certify compliance with the Code. The Firm will provide a copy of the Code of Ethics to any client or potential client upon request by contacting legal@sigulerguff.com. Certain Managed Accounts might be permitted, under appropriate circumstances, to invest in a Managed Fund. In such cases, the Firm would not charge a management fee at the Managed Account level, to avoid collecting a “double” fee. In addition, Managed Fund investors and Separate Account clients are specifically advised that a Managed Account might invest in a Managed Fund and, in the case of a Separate Account, prior client notification or consent is typically required. Despite these safeguards, the Firm’s ability to invest a Managed Account’s assets in its Managed Funds represents a conflict of interest. For example, the Firm’s aggregate compensation might be higher because a Managed Account invests in a Managed Fund, despite the absence of double fees. The investment of Managed Accounts into Managed Funds also might help the Firm achieve “critical mass” in its Managed Fund fund-raising. The Governing Documents for Managed Accounts generally require the Firm and/or its affiliates to invest side-by-side with the Managed Account to promote a greater alignment of interest. In some cases, the Firm or its affiliates will invest directly in the Managed Account, on the same terms as other investors except that management fees and profit participations are waived. The Firm or its affiliates also might co-invest by investing in the same transactions alongside the Managed Account, on the same terms as the Managed Account. Absent special circumstances, the

Firm or its affiliates would dispose of the investment at the same time, and on the same terms, as the Managed Account. Aside from the contractually mandated co-investment described above, the Firm or its affiliates are only permitted to invest in the same securities as a Managed Account with the prior approval of the Firm's Compliance Group (excluding certain public securities, which may not require prior approval). In reviewing such a request, the Compliance Group would consider whether the proposed co-investment could adversely affect the price or quantity of the investment available to the Managed Account or whether it would have any other negative effect on the Managed Account.

Factors considered include: (i) price; (ii) the broker or dealer’s facilities; (iii) reliability and financial responsibility; (iv) the ability of a broker or dealer to effect securities transactions, particularly with regard to such matters as timing, order size and execution of orders; and (v) the research and other services provided by that broker or dealer to the Firm that are expected to enhance the Firm’s general investment management capabilities, notwithstanding that a client may not be the direct or exclusive beneficiary of such services. Before approving a dealer for transactions with a client involving significant counterparty risk, such as derivative transactions, the Firm performs a more extensive creditworthiness evaluation. Commission rates and dealer mark-ups, being a component of price, are one factor considered together with other factors. Accordingly, the Firm may cause a client to pay a commission or markup for effecting a transaction in excess of the amount another broker or dealer would have charged for effecting that transaction, when the Firm has determined in good faith that the commission or mark-up is reasonable in relation to the value of brokerage and/or research services rendered to the Firm. Private Equity Funds held in Managed Accounts from time to time make distributions in kind of publicly-traded securities to their investors. In many cases, the general partner of the distributing Private Equity Fund selects a broker (the “Distribution Broker”) to manage the disposition of the distributed securities on behalf of all the Private Equity Fund's investors. In such cases, the Firm can elect to use the services of the Distribution Broker or another broker, or elect to hold the distributed securities. The Firm would make this determination based on factors including the size of the position and the capabilities of the Distribution Broker.

Certain Managed Accounts (primarily those with a distressed/tactical credit strategy mandate) may invest in Direct Investments that are fixed income instruments, including loans and trade receivables. These fixed income instruments are generally acquired from securities dealers. These fixed income instruments are often thinly traded and might be available at any given time from a limited number of dealers, or even from only one dealer. The Firm may receive research services and information from brokers or dealers with whom it effects transactions for Managed Accounts or from placement agents representing the sponsors of the Private Equity Funds in which the Managed Accounts invest. Such services and information include: information on the economy, industries, groups of securities and individual companies; statistical information; market data, pricing and appraisal services; credit analysis; risk measurement analysis; performance analysis; and other information which may affect the economy or securities prices. Research services may be received in the form of written reports, personal contacts with investment professionals, or access to online data services (including the use of computer hardware necessary to access such services). In some limited cases, research services that are generated by third parties may be provided by or through the firm to which commissions are paid. The receipt of this research benefits the Firm because the Firm does not have to use its own resources to pay for the brokerage and research services received. The Firm may have an incentive to select or recommend a broker-dealer based on the Firm’s interest in receiving the research or other products or services, rather than on its client’s interest in receiving most favorable execution. Because the volume of business generated by Managed Accounts with brokers and dealers is relatively small, the Firm at this time does not have formal soft dollar arrangements with any brokers or dealers.

In addition, the Firm’s Operations and Valuation Committees review the status of investments with valuation declines exceeding certain triggers as part of the risk control process. The Firm provides periodic (generally quarterly) written reports to its Managed Account clients that generally include unaudited financial statements, a letter from management describing significant developments, a listing and valuation of the securities held in the account, performance information, a narrative description of significant developments affecting the value of the account and other statistical information. On an annual basis, clients receive audited financial statements. The Firm and the applicable general partner, if any, will from time to time, in their sole discretion,

provide additional information relating to such Managed Accounts to one or more investors in such Managed Account as they deem appropriate.

Pursuant to this agreement, the Firm will pay BNYMSC a success fee with respect to investors in funds that are solicited by BNYMSC. The fee paid to BNYMSC is borne entirely by the Firm. BNY Mellon owns a non-voting 20% interest in Siguler Guff & Company, LP. In addition, the Firm has entered into agreements with third party placement agents, who are not investors in the Managed Funds, to solicit investors located in both US and non-US locations for specific Managed Funds. The Firm will pay these placement agents a fee, which is borne entirely by the Firm, or initially paid by a Managed Fund, which is then reimbursed. In addition, SGGM is an affiliate of the Firm and operates as a broker-dealer primarily for the limited purpose of placing interests in Managed Accounts advised by the Firm. A portion of the compensation paid to marketing employees who are also registered persons of SGGM is based on a percentage of the management fees received by the Firm Managed Accounts sold by the marketing employee. The Firm pays each marketing employee based on a single firm-wide formula. For a discussion of the conflicts of interest that this arrangement presents and how the Firm manages these conflicts of interest, please see Item 10 - Other Financial Industry Activities and Affiliations.

Qualified custodians include banks, brokers, futures commission merchants and certain foreign financial institutions. The Firm generally has the right to deduct management fees directly from Managed Accounts, has broad access to funds and securities in Managed Accounts and acts as investment manager or has affiliates that act as the general partner to its Managed Accounts. The Custody Rule imposes requirements concerning reports to such clients relating to such clients’ funds and securities.

However, an adviser need not comply with such requirements with respect to pooled investment vehicles if each pooled investment vehicle (i) is audited at least annually by an independent public accountant and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to their investors within 120 days (180 days in the applicable case of a fund-of-fund adviser) of its fiscal year-end.

The portfolio manager of each Managed Account is primarily responsible for making the decision on how, or whether, to vote and to recognize and resolve any conflicts of interest that may arise in the course of such voting in conjunction with the Firm’s Legal and Compliance teams. In general, the Firm will vote in favor of existing management and directors, unless information gained through research, news, and other sources that would suggest a company’s management and directors are not performing up to what the Firm believes are acceptable standards. Investors in a Managed Fund cannot direct the Firm’s vote in a particular solicitation. Clients in a Separate Account may be able to direct the Firm’s vote in a particular solicitation, depending on the details of how such Separate Account operates. All clients (either invested in a Managed Fund or Separate Account) may obtain information on how the Firm voted with respect to the applicable account’s securities and obtain a copy of the Firm’s Voting Policy by submitting a written request to legal@sigulerguff.com.