Pantheon: investment adviser

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

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

Typically, the basic fee schedule for our funds is an annual management fee that can range from 0.25% to 1.50% of aggregate capital commitments to and/or capital invested in a fund or commingled or pooled strategies, plus a performance-based fee (payable to an affiliate of PVI), generally in the form of “carried interest” based on a contractually agreed sharing mechanism, which is not payable before third-party investors have received realized returns in an contractually agreed-up amount.

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

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

Pantheon will frequently be in the position to acquire the same portfolio investment interests for more than one client at the same time. In all cases, the allocation of investment opportunities among clients will require Pantheon to exercise discretion and judgment. As a result, the allocation of investment opportunities among its clients can create actual or potential conflicts of interest. Pantheon and its affiliates are subject to Pantheon’s investment allocation policy (the “Investment Allocation Policy”), which is designed to meet the fiduciary obligations of Pantheon and ensure that investment opportunities are allocated fairly and equitably among clients, taking into account their relevant circumstances. Pantheon’s Investment Allocation Policy and the procedures adopted to implement it are designed to mitigate the impact of such conflicts of interest, although they are not designed to achieve identical allocations across all clients at all times, and not all investment opportunities can be allocated to all eligible clients on every occasion, for a variety of reasons, including capacity constraints. Pantheon will receive both management fees and/or carried interest (performance-based fees) as compensation for its management/advisory services. Carried interest will, at times, create an incentive for Pantheon to make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee. In these instances, Pantheon’s compensation could, at times, be greater than it otherwise would have been, as the fee will be based on the performance of the funds or separate accounts it manages instead of, or in addition to, a percentage

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

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

then be treated as an overflow account in respect of such non-core opportunities. Moreover, Pantheon’s determination to include, pause or cease deployment of capital to, or treat as non-core one or more types of investment of one or more Pantheon clients will be made (and reviewed from time to time) on a client-by-client basis and therefore may differ between such Pantheon clients. As a result, one or more Pantheon clients may be participating in the allocation of such investment opportunities while other Pantheon clients are excluded from such allocations or are only treated as an overflow account in respect of such opportunities even though such opportunities are within the broad scope of the investment strategies of those clients. Allocation of Opportunities Arising from Pantheon Relationships. Investment opportunities, including co-investment opportunities, arise to Pantheon as the result of relationships developed by Pantheon with portfolio managers over time, including managers of underlying portfolio funds of Pantheon clients. Such investment opportunities will generally be allocated among one or more Pantheon clients, consistent with our usual procedures (which may or may not include Pantheon clients invested in the relevant portfolio fund). In certain instances, a Pantheon client executing a primary investment strategy will have a primary investment in a portfolio fund and any coinvestment or secondary investment opportunity, as the case may be, originating from the manager of such portfolio fund will be allocated entirely to other Pantheon clients executing a co-investment strategy or secondary investment strategy, respectively. Exceptions will be made on a case-bycase basis, for example, where explicit pre-emption rights or rights of first refusal accrue to clients making the original investments or in the case of stapled transactions as described above. Investor-Sourced Investment Opportunities. One or more separate account clients of Pantheon or investors in a Pantheon-managed vehicle, such as an investor in a Pantheon-managed account or a Pantheon-managed fund-of-one, may have one or more direct or indirect relationships with fund sponsors, investment managers, potential portfolio funds or potential portfolio companies. Such clients and investors may obtain investment opportunities as a result of such relationships and may undertake to effectuate such investment opportunity through such Pantheon-managed vehicle or separate account. Investment opportunities accruing to specific funds or clients (e.g., an opportunity accruing to a fund as a result of a right of first refusal or an investment opportunity sourced by a specific separate account client) will generally not be subject to Pantheon’s investment allocation process, and other Pantheon clients may not share or participate in such investment opportunities sourced by such clients or investors. Clients Negotiating Their Own Access. In certain cases, Pantheon provides portfolio construction services and investment due diligence services to third-party clients who negotiate their own access to the underlying portfolio investments directly with the sponsor or manager of the relevant portfolio interest and independently of Pantheon. Where third-party clients negotiate their own access (including as to the quantum of the investment) to underlying portfolio investments, then it is Pantheon’s policy to ask the sponsor or manager of the relevant portfolio interest to treat the third-party client’s request entirely separately from the request made by Pantheon on behalf of all other of Pantheon’s funds/clients, such that the third-party client’s request will not be subject to Pantheon’s investment allocation process (much like an investor-sourced investment opportunity), while the request made by Pantheon on behalf of all other clients will be subject to Pantheon’s investment allocation process. In these cases, and where the investment is capacity-constrained, similar to an allocation by the sponsor/manager to another unrelated third-party investor, the amount allocated by the sponsor/manager of the portfolio investment to other Pantheon

funds/clients will potentially be adversely impacted by the amount made available to the client that negotiates its own access. However, to manage any potential conflicts of interest, Pantheon does not allow third-party clients to elect arbitrarily to opt in or out of Pantheon’s Investment Allocation Policy on a case-by-case basis. From time to time, Pantheon and its affiliates will give advice and take action with respect to such other Pantheon clients or for their own accounts that will differ from the advice or the timing or nature of action taken with respect to other clients. The foregoing is a summary of our allocation practices; however, investors should refer to the governing documents of the applicable fund or client account for further detail on allocation of investment opportunities and related matters specific to the relevant fund(s) or account(s) in which they are invested. Pantheon’s allocation procedures may be modified at Pantheon’s discretion, provided that Pantheon complies with the “fair and equitable" standard described above. A copy of Pantheon’s Investment Allocation Policy and a summary of Pantheon’s allocation procedures are available to clients or prospective clients upon request.

Conditions for Managing Accounts Our private funds typically require investors to make a minimum commitment amount ranging from $5 million to $15 million. Such minimums can be waived at the discretion of the general partner of the relevant fund.

Pantheon incorporates both top-down and bottom-up analyses in its evaluation of new investment opportunities across primaries, secondaries, and co-investments. The bottom-up process, as applicable, generally identifies the relevant strengths and weaknesses of each underlying portfolio

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

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

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

Reliance on Pantheon Pantheon provides investment management and advisory services to its clients. Investors in PVI’s pooled investment vehicles and discretionarily managed separate account clients will not make decisions with respect to the management, disposition or other realization of any investment, or decisions regarding PVI or its funds’ business and affairs. Consequently, the success of a client will depend, in large part, upon the skill and expertise of PVI and its professional personnel, as well as that of PVI affiliates. Furthermore, the investment professionals within Pantheon’s investment team will not focus exclusively on any one client and will have responsibility for other PVI clients with different strategies. Members of Pantheon’s investment team will not focus solely on investment management, and there can be no assurance that any individual member of the investment team will continue to be associated with a particular client. Reliance on Managers of Portfolio Investments and Portfolio Companies Each PVI client’s success will be highly dependent upon the capabilities of the managers of the portfolio funds and portfolio companies in which the client invests. Generally, each client will be an interest holder in underlying portfolio investments or portfolio companies without an ability to participate in their management and control and with limited ability to transfer or redeem its interests. PVI and its funds’ general partners will not have any control over the timing of capital calls or distributions received from portfolio investments or portfolio companies, or over their investment or management decisions. In addition, although Pantheon has adopted and maintains appropriate screening, risk management, and investment monitoring processes, PVI and its clients must necessarily rely upon the risk management capabilities and internal controls of underlying managers of portfolio investments and portfolio companies. For example, for purposes of monitoring the investments, PVI and its funds’ general partners generally must rely on the reports prepared by underlying managers in respect of such portfolio investments and portfolio companies, and the relevant audit report in respect of annual financial statements. Neither PVI nor its funds’ general partners are able to independently verify the transactions and accounts of such portfolio investments and portfolio companies, including, without limitation, the payment of management fees to underlying managers, any other payments made to underlying managers or their affiliates by portfolio investments or portfolio companies in respect of services or products (including consulting services, monitoring fees, or group purchasing programs) provided by the underlying manager or its affiliates, the method of funding portfolio companies, or any conflicts of interest in respect of purchases and sales of portfolio company securities. Similarly, PVI and its funds’ general partners must also rely on the underlying managers’ risk management and other internal processes and internal controls to mitigate the risks of fraud. Any inadequacy or failure of the risk management systems or internal controls of an underlying manager, portfolio fund, or portfolio company could result in a financial loss in respect of an investment. Risk Associated with Portfolio Companies Generally The portfolio companies and assets to which a PVI fund is exposed could, at times, involve a high degree of business and financial risk. Certain companies or assets may be in an early stage of development; not have a proven operating history; be reliant on developing unproved technology; be operating at a loss or have significant variations in operating results; be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; require substantial additional capital to support their operations, to finance expansion, or to maintain their competitive

position; or otherwise have a weak financial condition or weak management. At times, these portfolio companies or assets will face intense competitive positioning, including competitors with greater financial resources, more extensive development, manufacturing, marketing and/or other capabilities, and more qualified managerial, operating, and/or technical capabilities. Investment funds advised by Pantheon may compete with each other for investment opportunities or invest in competing portfolio companies or assets. Multiple Levels of Fees and Expenses In addition to the management fee payable to PVI, any carried interest or performance-based fee allocated and/or paid to PVI or an affiliate, and the expenses associated with a particular PVI fund or account, underlying portfolio funds also will typically have levels of management fees / general partner shares, performance-based fees, and expenses, which will further reduce return on invested capital and, consequently, will lower any returns to investors. Cybersecurity Risks With the increased reliance on information systems, data processing, and third-party service providers to conduct business and support ongoing operational functions, Pantheon is subject to operational, information security, and related risks arising from cyber incidents and other disruptions affecting Pantheon, its service providers, and the vendors and other third parties on which they rely. Such incidents may result from intentional or unintentional events, including unauthorized access to systems or data, malicious activity, system failure, human error, or other events that disrupt operations, impair access to systems, or compromise the confidentiality, integrity, or availability of information. For example, such events may cause the records of PVI or one or more PVI funds, including records relating to assets, transactions, investor information, and other data integral to the operation of a fund, to become inaccessible, inaccurate, lost, or improperly disclosed, and may otherwise interfere with the normal operation of PVI or one or more PVI funds, including the processing of fund transactions. Cyber incidents affecting PVI, its funds, or relevant third parties may adversely impact business operations and could result in, among other things, an inability to conduct business, delays in or disruption to transactions, reduced access to investments, financial loss, violations of applicable law, regulatory investigations, fines or penalties, reputational harm, and remediation, reimbursement, or other response-related costs. PVI may also incur substantial costs in connection with the assessment, management, mitigation, investigation, and remediation of cybersecurity and related operational risks. Similar risks are also present with respect to the portfolio funds, portfolio companies, counterparties, issuers, and other third parties in which or with which PVI invests or does business. Any such incident could have adverse consequences for those entities and could negatively affect the value or performance of PVI’s investments. Pantheon maintains business continuity, information security, cybersecurity, and third-party risk management processes designed to assess, identify, and mitigate these risks. These include oversight of relevant service providers and use of Risk Ledger, a third-party risk management platform used in Pantheon’s supplier cybersecurity oversight, to support the ongoing assessment

and monitoring of certain service provider risks. However, there are inherent limitations in any such policies, procedures, systems, and controls, including the possibility that certain risks may not be identified or may not be fully addressed, particularly where they arise through third parties outside Pantheon’s direct control. Accordingly, there can be no assurance that cyber incidents or their related adverse effects will not occur, and clients could be negatively affected as a result. Artificial Intelligence Broadening use of artificial intelligence, including “generative artificial intelligence”, presents investment and other risks. Artificial intelligence can yield anomalous and incorrect results (“hallucinations”). Because this technology is still in development, artificial intelligence algorithms or training methodologies may be flawed, and datasets may be limited, dated, overbroad, insufficient, or contain biased information and other factors. Pantheon does not use artificial intelligence to make investment decisions, and all such decisions are made by human investment professionals. However, where Pantheon uses artificial intelligence in analyzing data or for other purposes, Pantheon seeks to evaluate the artificial intelligence technology, data control and confidentiality policies, and performance (including for anomalous or unreliable results), but the complexity and non-transparent nature of artificial intelligence, including any self-learning or generative aspects that allows artificial intelligence to continually be modified and evolve (including without human involvement) may complicate if not impede these efforts, and in some cases can be expected to limit Pantheon’s ability to detect or identify aberrations. These limitations also can be expected to affect third-party providers of products, services and information that directly or indirectly use artificial intelligence (including where they obtain products, services and information from other parties that use artificial intelligence), all of which may not be fully transparent. Many jurisdictions have passed or are considering laws and regulations concerning artificial intelligence, which could adversely affect Pantheon, its clients, its service providers and the funds’ portfolio companies and their respective operations. Artificial intelligence continues to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Political and Economic Considerations Changes in political, social, and economic conditions could have a substantial impact on a client’s investments in portfolio companies and portfolio funds. Such potential changes include, but are not limited to, (a) currency exchange rate fluctuations, (b) exchange control regulations, (c) risks associated with different (and lower quality) information available, (d) higher rates of inflation, (e) greater governmental involvement in the economy, (f) stricter or more expansive governmental regulations, (g) contraction of economies, in particular, loss of consumer confidence and an economic slowdown in the markets in which the portfolio companies operate, (h) changes in tax rates or (i) changes in the structure of the Euro or the composition of countries making use of the Euro or any other currency, which may impact the financial performance of a PVI client and the value of its investments. Potential for Changing Economic Conditions. The success of a client’s investments could be significantly impacted by changing economic conditions in the U.S. and global economies. General economic conditions, interest rates, and the availability of alternate sources of financing may affect a client’s investment performance, including the value of its investments and a client’s ability to realize them for a profit.

A climate of uncertainty may reduce the availability of potential investment opportunities and increase the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners, and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on our ability to execute a client’s strategy and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments and result in longer holding periods for investments. International Conflicts. Wars and other international conflicts continue to cause disruption to global financial systems, trade, and transport, among other things. In response, multiple countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The extent and duration of these actions or future escalations of such hostilities, market disruptions, and volatility, and the result of any diplomatic negotiations, cannot be predicted and may limit the ability of PVI to source, diligence, and execute new investments and to manage, finance, and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal, and regulatory frameworks and systems in ways that are adverse to the investment strategy that any client intends to pursue, all of which could adversely affect said client’s ability to fulfill its investment objectives and performance. Acts of God, Epidemics/Pandemics, and Political, Social, and Economic Disruptions The success of PVI’s funds and separate accounts could be impacted by “acts of God” or other unforeseen events where PVI, its affiliates, and third-party managers have a lack of control (collectively, “disruptions”), including, but not limited to, natural disasters (including, without limitation, fire, flood, and earthquakes), public health concerns (including any outbreak or threat of COVID-19, SARS, H1N1/09 flu, avian flu, other coronaviruses, Ebola, or other existing or new epidemic or pandemic diseases), war, terrorism, social and political discord, geopolitical events, national and international political circumstances, economic uncertainty, changes in laws, trade barriers, and other unforeseen and/or uncontrollable events with widespread impact. These disruptions may affect the level and volatility of security prices and liquidity of any investments. There is risk that unexpected volatility or lack of liquidity will impair an investment’s profitability or result in its suffering losses. Economies and financial markets throughout the world continue to be increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other countries or regions. The extent of the impact of any such disruption on PVI, its clients, and any underlying portfolio investments’ operational and financial performance will depend on many factors, including the duration and scope of such disruption; the extent of any related travel advisories and restrictions implemented; the impact of such disruption on overall supply and demand, goods, and services, investor liquidity, consumer confidence, and levels of economic activity; and the extent of its disruption to important global, regional, and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A disruption may materially and adversely impact the value and performance of any investment; PVI’s ability to source, manage, and divest investments, as well as PVI’s ability to achieve its clients’ investment objectives, ultimately resulting in potentially significant losses to PVI’s clients.

In addition, there is a risk that a disruption will significantly impact the operations of PVI, its clients, and their underlying portfolio funds and companies, or even temporarily or permanently halt their operations. Adverse Changes in Laws, Rules, or Regulations The investment activities conducted by PVI are heavily regulated in the U.S. as well as in other countries. Because of the heavily regulated nature of PVI’s advisory business and the investment activities, PVI and its clients are particularly sensitive to potential changes in laws, rules, and regulations. At any given time, there are likely to be various proposals before federal, state, or foreign legislative bodies, financial market regulators, and self-regulators or tax authorities, or proposals by candidates for or officials in elected office, that would purport to make significant changes to market structure, introduce new or increased restrictions, or otherwise increase regulatory or tax obligations on firms in the financial services industry. These proposals may be driven by several factors, including, but not limited to, regulatory or legislative responses to market events, changes in regulatory, legislative, or public priorities or attitudes, or changes resulting from the outcome of national or state elections. In addition, many of these proposals will be enacted over time and certain changes in laws, rules, or regulations will make significant changes to market structure, introduce new or increased restrictions, or otherwise increase regulatory or tax obligations on firms in the financial services industry, including PVI. In addition, there has been an increase in scrutiny of the alternative investment industry by governmental, regulatory, and self-regulatory agencies and organizations. Compliance with Laws & Regulations Governmental authorities continue to consider additional measures to implement know-yourcustomer and anti-money laundering laws (customarily known as “KYC” and “AML”, respectively), and it remains to be determined what additional steps we may be required to take. In response to increased regulatory concerns with respect to the sources of funds used in investments and other activities, we may require prospective and existing clients and investors to provide initial or additional documentation verifying, among other things, each client’s and investor’s identity, including the identity of each client’s and investor’s owners, stockholders or stakeholders, and the source and type of funds used to make purchases for client and investor portfolios. It also is possible that, in connection with the establishment of anti-money laundering procedures or for other reasons, certain legislation or other regulation may require that we share information with governmental and regulatory authorities with respect to clients and investors. We reserve the right to require and produce such information as is necessary to comply with any request for information by courts, tribunals, central banks, exchanges, or governmental or regulatory authorities. Leverage Certain PVI clients will invest in portfolio investments or portfolio companies that use borrowing to finance investments or to meet operating expenses, and some portfolio companies incur significant amounts of debt. The use of leverage enables underlying portfolio investments or portfolio companies to produce higher total returns; however, such use also involves potentially material risks. For example, portfolio investments and portfolio companies may be subject to restrictive financial and operating covenants and leverage, impairing their ability to respond to

changing business and economic conditions and to act on business opportunities. In addition, since any fall in the value of a portfolio investment or a portfolio company is borne by that portfolio investment or portfolio company, where there is a decline in the value of such investments, the use of leverage will result in a greater decrease in the investment’s capital and therefore have a material adverse impact on returns to investors. Currency Exposure While PVI clients make capital commitments in one currency, portfolio investments may be made in a different currency. Accordingly, the investment performance of an investment will be affected by currency exchange rate movements over its term. In addition, to the extent that an investor in a PVI fund commits capital using a currency that differs from the currency of the PVI fund, the investor will bear the risk of any currency fluctuations between their domestic currency used to commit capital and the currency of the relevant PVI fund. There is a risk that such fluctuations will result in increased drawdown obligations relative to such investor’s domestic currency. There is also a risk that fluctuations in currency values will adversely affect the value of investments, dividends, and other revenues, as well as gains and losses realized on the sale of investments and the amount(s) of distributions in respect thereof. The portfolio investments and portfolio companies in which a PVI client invests will also be subject to the same or similar risks relating to changes in currency values. While consideration will be given to hedging currencies to which the PVI client is exposed, this will not always be considered to be appropriate. Hedging To the extent that PVI engages in hedging transactions for its clients, certain risks exist, such as currency, equity price, commodity, and interest rate risk, as well as other risks. Hedging techniques include a variety of derivative transactions, including transactions in forward contracts, options, futures, and swaps (collectively “Hedging Instruments”). While these transactions attempt to reduce certain risks, these transactions themselves entail other risks, including a risk that unanticipated changes in securities or currency prices or other rates will result in poorer overall performance for a client than if it had not entered into any transactions involving Hedging Instruments. In the event of an imperfect correlation between a position in a Hedging Instrument and a portfolio position that it is intended to protect, the desired protection may not be obtained, and a client will be exposed to risk of loss. In addition, it is not possible to hedge fully or perfectly against any particular risk, and hedging will often result in additional counterparty risk. Moreover, PVI is not obligated to engage in hedging transactions if Hedging Instruments are not available or are not available at a reasonable cost to a relevant PVI client. Although PVI may engage in hedging transactions, it will have no obligation to do so and thus PVI may incur losses that could have been avoided by utilizing Hedging Instruments. Tax Consequences Each prospective investor should consider the tax consequences of an investment in any of PVI’s funds or through a separate account. The tax consequences with respect to these investments are often complex. In addition, no assurance can be given that a PVI fund or any structures through which PVI invests will be tax-efficient for any prospective investor or that returns to any investor will be unaffected by taxation arising in relation to an underlying investment structure. No undertaking is given that amounts distributed or allocated to investors will have specific tax

characteristics or that investors will receive specific tax treatment in their own jurisdiction or any other jurisdiction. Additionally, returns to investors may be affected by tax authorities or courts interpreting or applying tax legislation differently from the interpretation and application anticipated by the relevant general partner and its advisers. Prospective investors are urged to consult their own tax advisers with respect to their particular tax situations and the consequences of an investment in a PVI fund or separate account, including potential legislative or administrative changes. Fund investors should refer to the governing documents of each applicable fund for further discussion of the risks associated with specific strategies of such fund. Financial Institution Risk Actual events involving reduced or limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions or other companies in the financial services industry, including banks and other custodians of an investor’s funds and securities, or impact the financial services industry generally, as well as concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems, defaults on financial obligations, non-performance of contractual obligations, and other adverse impacts on these financial institutions, investors that deposit funds and securities at these institutions, lenders and borrowers of these institutions, and other companies in the financial services industry. Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult to acquire financing on acceptable terms or at all. Any decline in available funding or access to cash and liquidity resources resulting from similar events could, among other risks, adversely impact the ability to meet operating expenses, satisfy financial obligations, liquidate portfolio holdings, withdraw capital, or fulfill other obligations, or result in breaches of financial and/or contractual obligations. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on portfolio holdings, fund performance, or business operations.

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

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

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

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

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

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

PVI could use another third party to execute trades of such in-kind distributions on behalf of certain of PVI’s funds and clients. Pantheon does not receive client referrals from brokers-dealers, nor does it receive any “soft dollar” benefits. Additionally, Pantheon does not have any directed brokerage practices.

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

These policies and procedures include proxy voting guidelines that are reasonably designed to ensure that Pantheon has a reasonable understanding of its clients’ objectives and places its clients’ interests ahead of its own when exercising voting authority on behalf of its clients and when handling potential conflicts of interest. Proposals not specifically addressed by Pantheon’s guidelines are evaluated on a case-by-case basis, taking into account State Street Global Advisors’ Proxy Voting and Engagement Guidelines or such other providers’ proxy voting guidelines and keeping in mind that the objective is to vote in the best interest of each client. Pantheon can also delegate proxy voting duties to known providers, taking into account each given provider’s policies and the underlying objective to vote in the best interest of the client(s). From time to time, Pantheon may also utilize a contracted provider for proxy voting recordkeeping purposes. If you are a separate account client and would like a copy of Pantheon’s Proxy Policy or would like to review how Pantheon voted on a particular security in your account or in the account of a fund in which you invested, please contact PVI’S compliance department.

These policies are intended to support the protection of the confidentiality, integrity, and availability of Pantheon’s information and systems to promote appropriate safeguarding practices across the organization and to support the ongoing management of information security and cybersecurity risk. The Chief Information Security Officer is accountable for ensuring that the Cybersecurity Policy is implemented and for overseeing the processes, controls, testing, and response measures intended to mitigate information security and cybersecurity incidents and support response and recovery where such an incident occurs. Copies of these policies are available to clients or prospective clients upon request. See “Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss” above for further information regarding cybersecurity risks.