CRG: investment adviser

CRG’s team currently comprises 21 professionals including internal legal, accounting and compliance personnel, as well as professionals employed by Piedmont Evergreen LLC, an affiliate of the Adviser (“Piedmont Evergreen”). Piedmont Evergreen is based in Dorado, Puerto Rico and is registered as a relying adviser of the Adviser with the SEC. Piedmont Evergreen employs Nathan Hukill, the Adviser’s Chief Executive Officer. Members of the investment committee include Mr. Hukill, Luke Düster, the Adviser’s Chief Investment Officer, David Carter and Scott Li, each a Partner of the Adviser. Below outlines each investment committee member’s position and role/responsibility. Name

Role / Responsibility

• •

Strategic direction of CRG Day-to-day management and oversight of investments, investor relations and finance

CIO and Partner

• • •

Chief Investment Officer (“CIO”) Management of the investment team and process Portfolio management and investment structuring

David Carter

•

Head of tools & diagnostics vertical

•

Head of healthcare services and specialty pharma vertical

Nate Hukill Managing Partner Partner, Piedmont Evergreen

Luke Düster

Partner

Scott Li Partner

In addition, CRG may be entitled to receive carried interest or a performance fee (an “Incentive Fee”), as described in the respective Client’s Operating Agreement and Advisory Agreement. CRG may negotiate a specific fee arrangement with a particular investor pursuant to a side letter or other account agreement.

CRG or its affiliates additionally may receive fees from the Funds for additional services provided to the Funds or their underlying investments not covered by the client’s management fee (“Related Services”). Any such amounts received for Related Services will generally reduce management fees paid to the Adviser.

All Clients will incur expenses in connection with custodial or brokerage services discussed in Item 12. In addition, Clients bear their own operating costs and expenses relating to their organization and operations, which may include, but are not limited to expenses incurred in identifying, assessing, acquiring, negotiating, structuring, and disposing of investment opportunities, including any financing, legal, accounting, management and consulting fees whether or not a Client actually invests in the specific investment opportunity or not; administrative expenses associated with an annual audit, financial and tax returns and tax reporting to a Client’s investors; registration and other investment costs; interest and fees associated with any permitted borrowings; costs of any litigation, D&O insurance and other types of insurance, indemnification or extraordinary expense or liability; meetings of Client investors; fees and disbursements to attorneys, consultants, accountants, fund administrators, service providers and any other professionals relating to Client matters.

Allocation of Expenses

CRG frequently will be required to decide how certain costs and expenses are to be allocated to one or more Funds, and to other Clients of the Adviser. Certain expenses may be suitable for only a particular Fund or Funds or another participating Client and borne only by such vehicles, or, as is more often the case, expenses may be allocated pro rata among each participating Client in accordance with expense allocation policies and procedures developed by the Adviser, as may from time to time be amended or revised by the Adviser in its sole discretion. Generally, expenses are expected to be allocated based on contributions to the applicable Portfolio Investment. However, the Adviser may determine in its sole discretion that allocation in a different manner would be fair and equitable in certain cases that may result in one or more Funds bearing a higher share of expenses. For example, the Adviser may determine to use a different allocation of expense where the applicable expense has been incurred based on some factor other than asset or investment size (such as the number of investors in each parallel fund) or where the expense would be incurred by one or more parallel funds regardless of the existence of, or participation in the benefits of such expense by, another parallel fund or client. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for a particular service may not reflect the relative benefit derived by the Fund from that service in any particular instance. CRG may make allocation decisions that result in a general partner or the Adviser bearing a smaller portion of expenses and/or receiving greater amounts of management fees than would have been the case had expenses been allocated pro rata. Page 2 of 24

Generally, and except as may be otherwise set forth in the organizational documents of the Funds, this conflict is mitigated by (i) certain limitations on the ability of the Adviser to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously and/or (iii) contractual provisions and procedures setting forth investment allocation requirements. CRG will always endeavor to recommend the allocation of investment opportunities in a fair and equitable manner.

Investing involves risk of loss that investors should be prepared to bear. These investments are not suitable for all investors and are intended for sophisticated investors who can accept the risks associated with the Adviser’s investment program. Among the risks to be considered are that the investments will be concentrated in the healthcare industry and are not expected to provide diversification across industries. Investors should be aware and seek diversification Page 3 of 24

by including other types of investments in their portfolio. Certain risks that are associated with an investment in the Funds include, but are not limited to, the following.

Risks Associated with Investments in Healthcare Companies CRG’s Clients will invest primarily in companies whose revenues to a large extent are derived from biotechnology and pharmaceutical products, medical and diagnostic devices, and healthcare services and facilities, including healthcare information technology (the “Target Products”). The ability of a healthcare or life sciences company to make payments to its investors will depend, at least in part, on the revenue levels achieved by the Target Products. The risks of investing in these investments will include the risks of investing in the underlying industry. In addition, these investments will not be widely traded or understood and the Client may not be able to sell its investments when it wants to do so or at the prices at which they are carried on the books of the Client.

Risks Associated with “High Yield” Debt The debt investments that the Funds make are typically not initially rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s Ratings Services), which under the guidelines established by these entities is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Therefore, the Funds’ investments could result in an above average amount of risk and volatility or loss of principal.

Risks Associated with Illiquid Investments The debt investments to which the Funds are primarily exposed are expected to consist predominantly of loans and notes that are obligations of corporations, partnerships or other entities. This debt often has no, or only a limited, trading market. The investment in illiquid debt will often restrict our ability to dispose of investments in a timely fashion, for a fair price, or at all. If an underlying issuer of debt experiences an adverse event, this illiquidity would make it more difficult for us to sell such debt, and we could instead be required to pursue a workout or alternate way out of the position. To the extent debt in a portfolio company is also held by other third-party investors, we would generally have limited control over a workout or alternate means of disposition and the person(s) having such control could have interests that are not aligned with ours. We would likely also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we have material non-public information regarding such portfolio company. Investments in Highly Leveraged Companies. Certain Funds’ investments are expected to include investments in entities whose capital structures have significant leverage (including substantial leverage senior to the Fund’s investment, a considerable portion of which may be secured by first liens and/or may be at floating interest rates). Such investments are inherently more sensitive to declines in revenues, competitive pressures and increases in expenses and interest rates. The leveraged Page 4 of 24

capital structure of such entities will increase their exposure to adverse economic factors such as downturns in the economy or deterioration in the condition of a company or its industry, and such entities may be subject to restrictive financial and operating covenants. This leverage may result in more serious adverse consequences to such entities (including their overall profitability or solvency) in the event these factors or events occur than would be the case for less leveraged companies. If an entity cannot generate adequate cash flow to meet debt obligations, it may default on its loan agreements or be forced into bankruptcy resulting in a restructuring of its capital structure or liquidation of the entity. Furthermore, to the extent companies in which certain Funds have invested become insolvent, such Funds may determine, in cooperation with other debt holders or on its own, to engage, at the Funds’ expense in whole or in part, counsel and other advisors in connection therewith.

We may be exposed to higher risks with respect to our investments that include PIK interest or exit fees. The Funds’ investments may include contractual payment-in-kind, or PIK, interest and exit fees. PIK interest represents contractual interest added to a loan’s principal balance and is due in accordance with the loan’s amortization terms. Exit fees represent a contractual fee accrued over the life of the loan and are typically due at loan payoff. To the extent PIK interest and exit fees constitute a portion of the Fund’s income, the Fund will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following: • PIK interest and exit fee instruments may have higher yields, which reflect the payment deferral and credit risk associated with these instruments; • PIK interest and exit fee instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral; and • PIK interest and exit fee instruments may represent a higher credit risk than coupon loans; even if the conditions for income accrual under generally accepted accounting principles in the United States of America (“U.S. GAAP”) are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan.

Risks Factors Relating to Use of Leverage The Funds may borrow money to fund investments, which is often referred to as leverage. Although the use of leverage may create an opportunity for increased returns for the Funds, it also results in additional risks and can magnify the effect of any losses and thus could negatively impact a Fund’s business and results of operation and have important adverse consequences to a Fund’s Portfolio Investments. It is likely that any debt the Funds incur will be governed by an indenture or other instrument containing covenants that may restrict the Funds’ operating flexibility, including covenants that, among others, likely will limit the Funds’ ability to: (i) pay distributions in certain circumstances, (ii) incur additional debt, and (iii) engage in certain transactions. If a Fund secures its leverage through the pledging of collateral, a Fund may, if such Fund is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, be subject to risk that a lender seizes its assets through margin calls or otherwise that could require liquidation of Portfolio Investments at inopportune times or at prices that are not favorable to such Fund and cause significant losses. If a Fund defaults on secured Page 5 of 24

indebtedness, the lender may foreclose and a Fund could lose its entire investment in assets that serve as collateral for such loan. If a lender seizes and liquidates pledged collateral, such collateral will likely be sold at distressed price levels. The Funds will fail to realize the full value of such asset in a distressed sale. In the event performing Portfolio Investments are crosscollateralized with under-performing or non-performing assets, the Funds’ interests in the performing assets may be adversely affected. Moreover, each Fund may also be jointly and severally liable with one or more of its parallel funds or feeder funds with respect to a credit facility or other leverage. If any such parallel fund or feeder fund defaults on its obligation, such Fund that may also be adversely affected. The Funds may be required to pay commitment fees and other costs of borrowings under the terms of a credit facility. Moreover, interest on borrowings will be an expense of the Funds. With the use of borrowings, there is a risk that the interest rates paid by a Fund on the amount it borrows will be higher than the return on such Fund’s Portfolio Investments. In addition, any leverage instruments that a Fund may issue in the future will likely have rights, preferences and privileges over such Fund’s and against such Fund’s assets in liquidation that are more favorable than those of the interests in such Fund. Such additional costs and expenses may affect the operating results of the Funds. If a Fund cannot generate sufficient cash flow from its Portfolio Investments, it may need to refinance all or a portion of its indebtedness on or before maturity. The inability to obtain additional financing could have a material adverse effect on a Fund’s operations and on its ability to meet its debt obligations. If it is unable to refinance any of its indebtedness on commercially reasonable terms or at all, a Fund’s business and returns may be harmed.

General Economic and Market Conditions The success of a Fund’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of a Fund and its Portfolio Investments and laws relating to intellectual property protections), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of prices of investments and the liquidity of a Fund’s Portfolio Investments. Volatility or illiquidity could impair a Fund’s profitability or result in losses. Unpredictable or unstable market conditions may result in reduced opportunities to find suitable investments to deploy capital or make it more difficult to exit and realize value from a Fund’s existing Portfolio Investments. The illiquid nature of a Fund’s Portfolio Investments may make it difficult, if not impossible, for a Fund to exit Portfolio Investments prior to their scheduled maturity. In addition, any sale of a Fund’s Portfolio Investments may be made at substantial discounts and/or otherwise disadvantageous terms. Interest Rate Risk Interest rate risk refers to the risks associated with market changes in interest rates. In general, the price of most fixed income investments moves in the opposite direction of the change in interest rates. For example, as interest rates rise, the price of fixed income investments falls. Consequently, the longer the maturity of a fixed income security, the greater Page 6 of 24

the risk that interest rates may rise and thus the fall in price of the security may be larger than the fall in price would have been for a security with a shorter maturity. If a Fund holds a fixed income security to maturity, the change in its price before maturity may have little impact on such Fund’s performance; however, if a Fund has to sell the fixed income security before the maturity date, an increase in interest rates may result in a loss to such Fund. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). A Fund’s other Portfolio Investments may also be affected by changes in interest rates. Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. Declines in market value, if not offset by any corresponding gains on hedging instruments, may ultimately reduce earnings or result in losses to a Fund.

The prices of long-term debt obligations generally fluctuate more than prices of short-term debt obligations as interest rates change. To the extent a Fund invests in longer-term portfolio investments, it will be impacted to a greater degree by changes in market interest rates than if a Fund invested primarily in short-term debt securities. The Funds may, but will not be required to, hedge interest rates. Any hedging strategies may not be successful and even if they are, they will impose costs that may decrease the returns of the Funds.

Currency and Exchange Rate Risks The Funds may invest a portion of their capital in financial instruments denominated in currencies other than the U.S. dollar or in financial instruments the returns of which are determined with references to currencies other than the U.S. dollar. The Funds, however, will generally value their assets in U.S. dollars. To the extent unhedged, the value of the Funds’ assets will fluctuate with U.S. dollar exchange rates as well as with price changes of Portfolio Investments in the various local markets and currencies. Thus, an increase in the value of the U.S. dollar compared to the other currencies in which the Funds may make investments will reduce the effect of increases and magnify the U.S. dollar equivalent of the effect of decreases in the prices of the Funds’ financial instruments in their local markets. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect of magnifying the effect of increases and reducing the effect of decreases in the prices of the Funds’ non-U.S. dollar financial instruments. The Funds may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate between foreign currencies and the U.S. dollar. Changes in foreign currency exchange rates may also affect the value of dividends and interest earned, and the level of gains and losses realized on the sale of securities. The rates of exchange between the U.S. dollar and other currencies are affected by many factors, including forces of supply and demand in the foreign exchange markets. These rates are also affected by the international balance of payments and other economic and financial conditions, government intervention, speculation and other factors. The Funds may utilize forward currency contracts, options, and other strategies to hedge against currency fluctuations, but is not required to do Page 7 of 24

so. There can be no assurance that such hedging transactions will be effective, and even if they are effective, such transactions will impose costs that will decrease the returns of the Funds.

Financing Risks Market conditions may unfavorably impact a Fund’s ability to secure leverage on terms as favorable as more established borrowers in the market, or to obtain any leverage on commercially feasible terms. To the extent a Fund is able to secure financing for investments, increases in interest rates or in the risk spread demanded by financing sources would make the partial financing of investments with indebtedness more expensive and could limit a Fund’s ability to structure and consummate its investments. Market conditions could deteriorate further and the Funds may be limited in their ability to realize investments already made due to difficulties in buyers’ ability to obtain financing on favorable terms, or to secure financing at all.

Common Stock Risk The Funds may have limited exposure to common stocks (either directly or through warrants or options). Although common stocks have historically generated higher average total returns than fixed income investments over the long term, common stocks also have experienced significantly more volatility in those returns and in some periods have significantly underperformed relative to fixed income investments. The equity securities acquired by the Funds may fail to appreciate and may decline in value or become worthless.

Credit Market Risks Conditions in the credit markets could have a significant impact on the business of the Funds. The credit markets in the U.S. have, from time to time, gone through periods of difficulties and changed economic conditions that have adversely affected the performance and market value of many securities and financial instruments. There can be no assurance that the Funds will not suffer material adverse effects from broad and rapid changes in market conditions in the future. An economic downturn or period of rising interest rates could adversely affect the market value of many financial instruments and therefore reduce a Fund’s returns. In general, rising interest rates will negatively impact the price of fixed rate debt instruments. Rising interest rates could also negatively impact the ability of companies to secure their debts to the Funds. In addition, changes in market conditions could cause the level of investment opportunities to decline from a general partner’s current expectations. Additionally, changes in tax law, including with respect to the deductibility of interest, may make it harder to source loans. As a result, fewer investment opportunities may be available to the Funds, although if credit markets remain constrained, the Funds may have the opportunity to take larger positions in potential transactions. One possible consequence is that the Funds may take a larger than anticipated period to invest capital, as a result of which, at least for some period of time, the Funds may be relatively concentrated in a limited number of investments. Consequently, during this period, the returns realized by the investors may be substantially and adversely affected by the unfavorable performance of a small number of these investments. Page 8 of 24

General Credit Risk The Funds are subject to significant credit risk (i.e., the risk that an issuer or borrower will default in the payment of principal and/or interest on an instrument) in light of its investment strategy. Credit risk also includes the risk that a counterparty to a loan assignment or participation will be unwilling or unable to meet its obligations. Financial strength and solvency of an issuer or borrower are the primary factors influencing credit risk. In addition, degree of subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. The degree of credit risk associated with any particular Portfolio Investment or any collateral relating thereto may be difficult or impossible for the Adviser to determine within reasonable standards of predictability.

Risks Factors Relating to Lender Liability Considerations and Equitable Subordination A number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in a creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of the Funds’ Portfolio Investments, the Funds could be subject to allegations of lender liability. In addition, under the U.S. Bankruptcy Code and common law principles that in some cases form the basis for lender liability claims, if a lending institution (a) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a stockholder to dominate or control a borrower to the detriment of other creditors of such borrower, a court may elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because of the nature of certain of the Funds’ Portfolio Investments, a Fund could be subject to claims from creditors of an obligor such Fund’s investments issued by such obligor that are held by such Fund should be equitably subordinated. There may be certain Fund investments where a Fund may not be the largest creditor. It is, accordingly, possible that lender liability or equitable subordination claims affecting the Funds’ Portfolio Investments could arise without the direct involvement of the Funds.

Risk Associated with Bankruptcy Cases There are a number of significant risks inherent in the bankruptcy process. If any issuer of instruments held by the Funds, any counterparties to the instruments entered into by the Funds, any custodians of the Funds’ assets, or any obligors in connection with the Funds’ Portfolio Investments are involved in U.S. bankruptcy proceedings, either voluntary or involuntary, the Funds will be subject to certain of those risks, including potential for reduced recovery on the Funds’ Portfolio Investments, uncertain duration of bankruptcy proceedings, administrative costs and impact of a bankruptcy case on the value of assets administered in bankruptcy or on a company’s value (including that a bankruptcy case may damage or diminish Page 9 of 24

a company’s relationship with its customers and/or suppliers). Many of the events within a bankruptcy case may be adversarial and are often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions in a bankruptcy case, a court may still approve actions which may be contrary to the interests of creditors, potentially including the Funds. Generally, the duration of a bankruptcy or insolvency case is difficult to predict. The reorganization of a company in bankruptcy usually involves the development and negotiation of a plan of reorganization, court approval to solicit creditor votes on that plan, plan approval by creditors and confirmation by the court. This process can involve substantial legal, professional and administrative costs to the company and the Funds; it is subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart, relationships with important suppliers may be lost, and the company may not be able to invest adequately. Typically, the liquidation value of a company is substantially lower than when it operates as a going concern. In some cases, the company may not be able to reorganize and may be required to liquidate assets. In addition, the debt of companies in financial reorganization may, in some cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value. Further, a debtor seeking to reorganize under U.S. federal bankruptcy law will frequently obtain a “first day” order from the bankruptcy court limiting trading in claims against, and shares of, the debtor in order to maximize the debtor’s ability to utilize net operating losses following a successful reorganization. During a bankruptcy case, an automatic stay will generally prevent all creditors from taking action against the debtor to collect on amounts owed to such creditors, unless the court lifts that automatic stay for a specified action or purpose. Unless a creditor’s claim in such case is secured by assets having a value in excess of such claim, it is likely interest will not be permitted to accrue and, therefore, a creditor’s return on investment can be adversely affected by the passage of time during which the plan of reorganization of the debtor is being negotiated, approved by the creditors and confirmed by the bankruptcy court.

A debtor’s administrative costs in connection with a bankruptcy proceeding are frequently high and will generally be paid out of the debtor’s estate prior to any return to creditors (other than out of assets or proceeds thereof which are subject to valid and enforceable liens and other security interests) and equity holders. In addition, certain claims that have priority by law over the claims of other creditors (for example, claims for certain taxes) may be quite high. U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Funds’ influence with respect to a class of instruments can be diminished by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. Even valid claims in bankruptcy cases often recover less than the amount of the claim and, depending on the debtor’s assets and liabilities, there may be no recovery at all for some classes of creditors. At the outset of a bankruptcy case, only the debtor may file a proposed plan of reorganization. While the U.S. Bankruptcy Code permits other parties-in-interest to Page 10 of 24

file proposed plans of reorganization and solicit creditor votes on such plans after a debtor’s “exclusivity periods” to do so end, bankruptcy courts often extend the debtor’s exclusive periods, which effectively permits only the debtor to file a proposed reorganization plan. While creditors can vote on approved plan(s) of reorganization, the unanimous consent of all creditor classes is not necessarily required for the bankruptcy court to confirm a plan. Therefore, in certain circumstances a plan can, subject to the provisions of the U.S. Bankruptcy Code, be “crammed down” on dissenting classes of creditors. Even if a class of claims is entitled to a recovery in a bankruptcy proceeding, such recovery could be in the form of instruments or interests different from the form of instrument or interest which formed the basis for the creditor’s initial claim, including debt securities, equity securities, warrants, options, cash, interests in litigation claims or trusts formed to pursue such litigation claims, interests in liquidation trusts, or other property or interests, any of which could be illiquid and/or difficult to value. Even if the recovery is in the same form as the instrument or interest which formed the basis for the creditor’s initial claim, that instrument or interest may have substantially different material terms. For example, debt securities issued in a reorganization may have a significantly reduced interest rate as compared to the security that formed the basis for the creditor’s initial claim. Notwithstanding the corporate structure of various debtor entities, such as special purpose entities created to hold assets and to structure for bankruptcy remoteness, such entities may, in certain cases, be consolidated in bankruptcy proceedings, which can affect the outcome of such proceedings and the amounts ultimately received by creditors.

Investments may include securities or obligations collateralized by assets located outside of the United States, or of issuers organized under the laws of jurisdictions other than the United States. Similarly, issuers of securities constituting Portfolio Investments may have a principal place of business or substantial assets located outside of the United States. As a result, such securities or obligations may be subject to bankruptcy or insolvency laws of non-U.S. jurisdictions. These laws may be substantially less favorable to creditors than the U.S. Bankruptcy Code.

Various federal and state laws enacted for the protection of creditors may apply to the Funds by virtue of the Funds’ role as a creditor with respect to the borrowers under Portfolio Investments. If a court in a lawsuit brought by a bankruptcy debtor’s creditor, a debtor-inpossession, trustee in bankruptcy, or their respective representatives, were to find that the borrower did not receive fair consideration or reasonably equivalent value for incurring indebtedness evidenced by an investment and the grant of any security interest or other lien securing such investment or for any transfer of value from the company to the Funds or one of the Funds’ Portfolio Investments, such court could, under certain circumstances, invalidate, in whole or in part, such indebtedness and such security interest or other lien as fraudulent conveyances, could subordinate such indebtedness to existing or future creditors of the borrower or could allow the borrower to recover the value of amounts previously transferred by the borrower to the creditor (including to the Funds) in satisfaction of such indebtedness or proceeds of such security interest or other lien previously applied in satisfaction of such indebtedness. Under certain circumstances, claims against bankrupt entities may be subject to re-characterization as equity, thus substantially reducing or eliminating recoveries. In Page 11 of 24

addition, in the event of the insolvency (as determined by a court based on the law of the jurisdiction which is being applied) of an issuer of a portfolio investment or a borrower or counterparty to an instrument held by the Funds, payments made on the Funds’ Portfolio Investment or to the Funds could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year) before insolvency depending on a number of factors.

The U.S. Bankruptcy Code and other laws and regulations affecting debtors’ and creditors’ rights are subject to change, including by way of legislative action or judicial interpretation. Any such actions could alter the expected outcome or introduce greater uncertainty regarding the expected outcome of an investment situation of the Funds, which may adversely affect such investment or the Funds’ investment program.

For a complete discussion of risks related to investing in particular Funds and in private equity funds in general interested clients should consult the offering documents for the specific investment Fund of interest.

Operational and System Interruptions, Systems Risks; Cybersecurity Risks The Adviser, the Funds, the portfolio companies, and one or more of their respective service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Fund and the Investors, despite the efforts of the Adviser, the Funds, the portfolio companies, and their respective service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to the Funds and their investors. Any failure or interruption of such systems in the event of a major telecommunications failure, cyber-attack, pandemic, fire, earthquake, severe weather conditions or other catastrophic event could cause system interruptions, delays or other problems for their activities. This, in turn, could have a material adverse effect on the Funds’ operating results and, consequently, negatively affect the net asset value of the Funds and their ability to pay distributions to their investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of the Adviser, the Funds, the portfolio companies, and one or more of their respective service providers, or counterparties or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, thirdparty service providers or other users of the Adviser’s systems to disclose sensitive information in order to gain access to the Adviser’s, the Funds’, the portfolio companies’ or their respective service providers’ data or that of the Funds’ investors. To the extent that a portfolio company, a Fund, the Adviser and/or one or more of their respective service providers is subject to cyber-attack or other unauthorized access is gained to their systems, substantial losses may occur in the form of stolen, lost or corrupted: (i) data or payment information; (ii) financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade secrets; or (v) other items. If technology systems are compromised, become inoperable for extended periods of time or cease to Page 12 of 24

function properly, the Adviser, the Funds and/or portfolio companies may incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Adviser’s, the Funds’, portfolio companies’ and/or service providers’ operations, including the ability to make distributions to limited partners, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). In certain events, failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. The use of internet- or cloudbased programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments.

Any such circumstances could subject a portfolio company, or the relevant Fund, to substantial losses, including losses relating to misappropriation of assets, intellectual property or confidential information; corruption, deletion or destruction of data; physical damage and repairs to systems; reputational harm; financial losses from compliance costs or remedial actions; and/or disruption of operations. Third parties, including activist, criminal, nation-state or terrorist actors, may also attempt fraudulently to induce portfolio companies or their personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. In addition, in the event that such a cyber-attack or other unauthorized access is directed at the Adviser or one of its service providers holding its financial or investor data, the Adviser, its affiliates or the Funds may also be at risk of loss, despite efforts to prevent and mitigate such risks under the Adviser’s policies and practices. Similar types of operational and technology risks are also present for the Funds’ borrowers, which could have material adverse consequences for such companies, and may cause the Funds’ Portfolio Investments to lose value.

Risks Related to Pandemics and Other Diseases. Events such as health pandemics or outbreaks of disease may lead to increased short-term market volatility and may have adverse long-term effects on the U.S. and world economies and markets generally. Health pandemics or outbreaks could result in a general economic decline in a given region, or globally, particularly if the outbreak persists for an extended period of time or spreads globally. This could have an adverse impact on the Funds’ Portfolio Investments, or the Funds’ ability to source new investments or to realize its Portfolio Investments. Pandemics and similar events could also have an acute effect on individual issuers or related groups of issuers and could adversely affect securities markets, interest rates, auctions, secondary trading, ratings, credit risk, inflation, deflation and other factors relating to Portfolio Investments or the Adviser’s operations. Additionally, the risks related to health pandemics or outbreaks of disease are heightened due to uncertainty as to whether such an event would qualify as a force majeure event. If a force majeure event is determined to have occurred, a counterparty to a Fund or a Portfolio Investment may be relieved of its obligations under certain contracts to which it is a party, or, if it has not, the Funds and their Portfolio Investments may be required to meet their contractual obligations, despite potential Page 13 of 24

constraints on their operations and/or financial stability. Either outcome could adversely impact Portfolio Investments and the Funds’ performance.

Failure of Counterparties to Perform Obligations. In its ordinary course of business, the Adviser relies on various counterparties, which include, but is not limited to, brokers, dealers, banks, custodians, and administrators (“Counterparties”). These Counterparties, with which the Adviser does business and on behalf of a Fund, may, from time to time, default on their obligations with or without notice. Such defaults include, but are not limited to, a Counterparty’s bankruptcy, insolvency, or other failure. A Counterparty’s default on their obligations may impact the Adviser’s or the Fund’s ability to conduct its business in the ordinary course. There is a risk of loss of assets on deposit at the Counterparty. Although government agencies or other organizations provide insurance coverage to depositors in the event of a Counterparty failure, coverage is limited to a specified amount and subject to rules and regulations. Prior events where a government agency or other organization stepped in to make depositors whole over their excess deposits at select Counterparties, which may or may not have a current or prior relationship with the Adviser or the Fund, should not be construed as a guarantee that such action will be taken in the future. There is no guarantee that any excess deposits are recoverable. In the event of a Counterparty’s default, the Adviser will work diligently to access its capital and take actions it deems appropriate while acting in the best interest of the Fund. However, the Adviser’s access to capital is subject to a variety of external factors that are outside of the Adviser’s control, including the timing of default, a government agency’s or other organization’s actions, including the timing of the Counterparty’s closure, ability to liquidate the Counterparty’s assets, or to effect the Counterparty’s sale or dissolution, unforeseeable economic factors or market conditions, and the Counterparty’s technology infrastructure operating as intended to facilitate access. Furthermore, the Adviser’s ability to access capital may have an impact on the Adviser’s and the Fund’s ability to conduct operations in the normal course including, but not limited to paying expenses, funding investment opportunities resulting in delayed or missed opportunities, and calling capital from or making distributions to limited partners. Deposits concentrated at one or a limited number of Counterparties may amplify these risks.

The Adviser anticipates that, in appropriate circumstances, consistent with investment objectives of the Funds, it will cause a Client to effect the purchase or sale of interests in which the Adviser, its affiliates and/or clients, directly or indirectly, have a position or interest. In such circumstances, the Adviser’s employees and persons associated with the Adviser are required to follow the Adviser’s Code of Ethics. Officers, directors and employees of the Adviser and its affiliates are prohibited from investing in any security or debt instrument in which any Fund has invested or those in which an investment is contemplated, except as provided in employment contracts and Operating Agreements or otherwise disclosed to its Clients. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with making decisions in the best interest of advisory clients. The Code of Ethics requires pre-clearance of certain transactions, and restricts trading in certain securities. Employee trading is continually monitored under the Code of Ethics to reasonably prevent conflicts of interest between the Adviser and its clients. The Adviser personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, demotion, suspension or dismissal. The Adviser personnel are required to annually certify compliance with the Code of Ethics. Prospective clients may request a copy of the Adviser’s Code of Ethics by contacting the Chief Compliance Officer (email: info@crglp.com).

Participation or Interest in Client Transactions The Adviser and certain employees and affiliates of the Adviser are permitted to invest in and alongside the Funds, either through the general partners, as direct investors in the Funds or otherwise. A Fund or its general partner, as applicable, may waive all or a portion of the Management Fee and Incentive Fee related to investments held by such persons. Such transactions will be subject to the provisions of CRG’s Code of Ethics, as described immediately above. Page 15 of 24

Due in part to the fact that potential investors in a Fund or a co-investment opportunity (see below) may ask different questions and request different information, the Adviser may provide certain information to one or more prospective investors that it does not provide to all of the prospective investors or limited partners.

Conflicts of Interest The Adviser and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other Clients, and providing transactionrelated, investment advisory, management and other services to Clients and operating companies. In the ordinary course of conducting its activities, the interests of a Fund may conflict with the interests of the Adviser, other Funds or their respective affiliates. Certain material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this brochure and a Fund’s offering documents, and the brochure and the offering documents should be read in their entirety for other conflicts.

Allocation of Investment Opportunities a mong Clients and Allocation of Co-Investment Opportunities In connection with its investment activities, the Adviser may encounter situations in which it must determine how to allocate investment opportunities among various clients and other persons. The Adviser has adopted written policies and procedures relating to the allocation of investment opportunities, and will make allocation determinations consistently therewith. Such policies and procedures are generally detailed in the Advisory Agreement, Operating Agreement and/or offering documents for the particular Fund.

As a fiduciary to its Clients, CRG has a duty to treat Clients fairly and equitably over time in the allocation of investment opportunities. Investment opportunities that are appropriate for a Client and other accounts will be allocated in accordance with CRG’s investment allocation policy, and CRG may consider the Clients’ relative size to each other subject to their available capital at the time of investment, and such matters as the nature and time horizon of the investment, suitability and portfolio positions of each of accounts and other entities for which participation is appropriate, including concentration, diversification, liquidity and other limitations, applicable tax and regulatory considerations and others, in CRG’s discretion but in all events on a fair and equitable basis. If an order on behalf of more than one account cannot be fully executed under prevailing market conditions, the securities acquired will be allocated among the different accounts on a basis considered fair and equitable. In addition, Clients may invest in certain non-marketable securities that, given the nature of these instruments and differences in relative assets of the accounts, it might not be possible to allocate such an investment on a pro rata basis between these accounts. In such event, opportunities will be allocated such that all Clients are treated on a fair and equitable basis over time.

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Principal and Agency Cross Transactions Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Generally, an investment adviser may not purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”) without first (1) making certain disclosures to the client of the terms of the proposed transaction and (2) obtaining the client’s consent to the transaction. The Adviser and its affiliates may engage in principal transactions with Clients as permitted under applicable law. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions. In addition, the offering documents, Operating Agreements or other organizational documents and related documents relating to the Funds generally contain additional restrictions on the ability of the Funds or the Adviser to engage in principal transactions.

In certain cases, the Adviser may cause a Client to purchase investments from another Client, or it may cause a Client to sell investments to another Client (what is commonly referred to as a “cross-trade”). Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to the market forces, a Client may not receive the best price otherwise possible, or the Adviser might seek to prop up the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, the Adviser, its affiliates and/or their professionals (i) may have significant investments or intentions to invest in the Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the underlying investment). To the extent permitted by applicable law and the applicable governing documents, CRG may effect “cross-trades” between the Client accounts. CRG would only recommend Clients enter into such transactions if the transactions were consistent with the best interests of both Clients and at a price that CRG and/or its related persons believe constitutes a fair valuation for both Clients. Neither CRG nor any related party receives any commission or commission equivalent in connection with these transactions.

The Adviser may cause a Client to engage in “cross-trades” with one or more accounts, typically for purposes of rebalancing the portfolios of the Fund and such accounts in order to further the Fund’s and such accounts’ respective investment programs, or for other reasons consistent with the investment and operating guidelines of the Fund and such accounts. The value of any positions that are so cross-traded will be determined in a manner that is consistent with the valuation policies used by the Adviser. In some cases, the Adviser may seek the approval of an independent third party (including an advisory committee) for such trade. The Adviser may also cause the Funds to engage in “rebalancing” transactions intended to allocate investments among such Funds in a manner consistent with applicable allocation guidelines. Such transactions will be priced in a manner consistent with the Fund’s offering documents.

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Fee Structure Because there is a fixed investment period after which capital from investors in the Funds may only be drawn down in limited circumstances and because Management Fees are, at certain times during the life of the Funds, based upon capital invested by the Funds, this fee structure may create an incentive to deploy capital when the Adviser may not otherwise have done so.

Additionally, as discussed above in Item 6, the general partners of the Funds, or the Adviser, as applicable, are entitled to Incentive Fees under the terms of the Operating Agreements of the Funds. Such general partners are affiliates of the Adviser. The existence of the general partners’ Incentive Fees may create an incentive for the general partners or the Adviser to cause such Funds to make more speculative investments than they would otherwise make in the absence of performance-based compensation. Additionally, certain of the Funds use borrowed funds in advance of capital contributions, such that the Funds’ investors generally make correspondingly later capital contributions, but the Funds will bear the expense of interest on such borrowed funds. As a result, the Funds’ use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and may make net internal rate of return calculations higher than it otherwise would be without fundlevel borrowing as these calculations generally depend on the amount and timing of capital contributions. While the Funds will bear the expense of borrowed funds, such borrowings can also increase the Incentive Fees received by the general partners of the Funds or the Adviser by decreasing the amount of distributions from the Funds that are required to be made to Fund investors in satisfaction of any preferred return described in Item 6. The general partners of the Funds and the Adviser therefore have a conflict of interest in deciding whether to borrow funds because the general partner or the Adviser may receive disproportionate benefits from such borrowings.

Operating Partners The general partner and the portfolio companies will from time to time retain other companies and individuals (“Operating Partners”), which may be affiliates of the general partner, employees of such affiliates, portfolio companies of other of the Adviser’s funds, third party consultants (including specialized consultants, external executives, and industry advisory roundtable members), “operating partners” or “senior advisors”. The Operating Partners are engaged to provide operational support, specialized operations and consulting services and similar or related services to, or in connection with, one or more portfolio companies in relation to the identification, due diligence, acquisition, holding, improvement and disposition of such portfolio companies (“Operations Support Services”). Operating Partners may be offered the ability to co-invest alongside Funds, including in investments in which such Operating Partner is involved or participates in the management thereof. Fees and expenses associated with Operations Support Services (“Operations Expenses”) are paid and/or reimbursed by portfolio companies and/or the Funds. Compensation in the form of profits or equity interests in a portfolio company (or intermediate holding company) generally has a dilutive impact on the Fund’s investment, and has the potential to result in economic effects greater than the original amount of compensation. To the extent any such Operations Expenses are payable to any affiliated Operating Partner by the Funds or a Page 18 of 24

portfolio company, such Operations Expenses will not reduce any fees otherwise payable to the management company or its affiliates.

Side Letter Agreements The Adviser may enter into certain side letter arrangements with investors in a Fund providing such investors with different or preferential rights or terms, including but not limited to different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics and/or receipt of a portion of the Adviser’s compensation), information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, rights to serve on the Fund’s advisory committee, liquidity or transfer rights, confidentiality protections and disclosure rights, modification of default remedies, as well as economic procedural and other terms. Except where required by governing documents of the Funds, other investors will not receive copies of side letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, the Adviser, the relevant general partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such side letters. Side letters subject the Adviser to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Fund’s advisory committee results in the investor receiving additional information relative to other investors. Other Potential Conflicts The Adviser and the Funds will generally engage common legal counsel and other advisers in a particular transaction, including a transaction in which there may be conflicts of interest. Members of the law firms engaged to represent the Funds may be investors in a Fund, and may also represent one or more portfolio investments or investors in a Fund. In the event of a significant dispute or divergence of interest between Funds, the Adviser and/or its affiliates, the parties may engage separate counsel, and in litigation and other circumstances separate representation may be required.

The Adviser may, in its discretion, have, and may cause the Funds and/or their portfolio investments to have, ongoing business dealings, arrangements or agreements with persons who are former employees or executives of the Adviser. The Funds and/or their portfolio investments may bear, directly or indirectly, the costs of such dealings, arrangements or agreements. In such circumstances, there may be a conflict of interest between the Adviser and the Funds (or their portfolio investments) in determining whether to engage in or to continue such dealings, arrangements or agreements, including the possibility that the Adviser may favor the engagement or continued engagement of such persons even if a better price and/or quality of service could be obtained from another person.

The Adviser may cause one or more Funds to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for, insurance to insure the applicable Funds, the applicable general partner, the Adviser and/or their respective directors, officers, employees, agents, representatives, members of the advisory committee Page 19 of 24

and other indemnified parties, against liability in connection with the activities of the Funds. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by the Adviser that cover one or more Funds, the general partners and/or the Adviser (including their respective directors, officers, employees, agents, representatives, members of the advisory committee and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Funds, and/or the Adviser, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in a Fund bearing less (or more) premiums, fees, costs and expenses for insurance policies.

In resolving these and other conflicts, the Adviser may consider various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. In the case of all conflicts involving the Funds or other persons, the Adviser’s determination is final as to which factors are relevant, and the resolution of such conflicts.

Resolution of Conflicts In the case of all conflicts of interest, the Adviser and its affiliates will use their best judgment, in the Adviser’s sole discretion, in determining which factors are relevant and the resolution of such conflicts. In resolving conflicts, the Adviser considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or to their longer term courses of dealing.

In selecting brokers, CRG generally considers such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the broker and the broker’s risk and skill in positioning blocks of securities. CRG may not necessarily select the broker that offers the lowest spread or commission available, consistent with the duty to seek best execution. Page 20 of 24

Research and Soft Dollar Benefits As noted above, CRG’s investment strategies do not typically utilize broker-dealers or other securities intermediaries. However, subject to applicable legal requirements, CRG could select a broker based partly upon the research or other products or services provided to it in connection with Client securities transactions (“soft dollar benefits”). In return for such services, a Client could pay a higher commission than another broker would charge, if it is determined in good faith that such commission is reasonable in relation to the brokerage services provided. When CRG uses client brokerage commissions (or markups or markdowns) to obtain soft dollar benefits, they will serve all Clients’ accounts and any benefits that are capable of being quantified will be allocated to Client accounts proportionately. Order Aggregation

Because CRG’s investment strategies do not typically involve utilizing broker-dealers or other securities intermediaries, CRG will generally not have the opportunity to aggregate purchase or sale orders to execute transactions more efficiently. If investment recommendations in traded securities were to be made contemporaneously for multiple Clients in the same instrument, CRG may, if consistent with market conditions, portfolio characteristics, its investment allocation policy, and applicable law, “bunch” or aggregate orders (including orders for Clients in which CRG, its related persons, and/or its personnel have beneficial interests) for execution if, in its reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to a Client and/or other Clients. CRG does not allocate brokerage transactions in exchange for Client referrals. CRG does not currently participate in directed brokerage.

The investors in the Funds receive financial statements and a written update on investments quarterly and audited financial statements and a written update on investments annually in accordance with the terms of the applicable Operating Agreement. Page 21 of 24

decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any Vote. However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the relevant investment professional, the costs associated with voting such Vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. Funds generally cannot direct the Adviser’s Vote in a particular solicitation.

In most cases, the investment professional covering the particular investment will make the decision as to the appropriate vote for any particular Vote. In making such decision, he or she may rely on any of the information and/or research available to him or her. If the investment professional is making the voting decision, the investment professional will inform the General Counsel of any such voting decision, and if the General Counsel does not object to such decision as a result of his conflict of interest review, the Vote will be voted in such manner. If the investment professional and the General Counsel are unable to arrive at an agreement as to how to vote, then the General Counsel may consult with the Adviser’s investment committee as to the appropriate vote, who will then review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Funds’ holdings.

The Chief Compliance Officer has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions will require a mandatory conflicts of interest review by the Chief Compliance Officer in accordance with these policies and procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote and/or the Adviser’s affiliates and their clients has an interest in how the Vote is voted that may present a conflict of interest. In addition, the Adviser’s investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. The Chief Compliance Officer will use his best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Funds.

Where the Chief Compliance Officer deems appropriate, unaffiliated third parties may be used to help resolve conflicts. In this regard, the Chief Compliance Officer shall have the power to retain independent fiduciaries, consultants, or professionals to assist with voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants or professionals.

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Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client upon written request to the Adviser at the address on the cover page or email to info@crglp.com. Prospective clients may obtain a copy of the Adviser’s proxy voting policies and procedures by emailing a request to info@crglp.com.