HGGC, LLC: investment adviser

This Brochure describes the business practices of the Adviser and such advisory affiliates, which operate as a single advisory business. References contained in this Brochure to the strategy and operations of the Adviser should be read to include the activities of the Adviser and such advisory affiliates that collectively engage in the investment process and ongoing management of the Funds and their portfolio companies. The Adviser and/or its affiliates provide investment advisory services to privately offered investment vehicles (the “Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Funds include HGGC’s flagship funds (each a “Main Fund”), certain “feeder” vehicles (each a “Feeder Vehicle”) organized to invest exclusively in a Main Fund, certain co-investment vehicles, and a continuation fund. HGGC was formed in 2007 and is located in Palo Alto, California. The managing member of HGGC is HGGC Holdings, LLC (“HGGC Holdings”). HGGC Holdings is owned by Richard F. Lawson, Jr., J. Steven Young, Neil H. White, David H.S. Chung, Steven A. Leistner, and William H. Conrad, Jr. HGGC is focused on making private equity investments in the middle market, primarily targeting investments across four sectors: technology, business services, financial services and consumer. Although the primary focus of each fund is on private equity-related investments, HGGC also may recommend other types of investments consistent with the respective Fund's investment strategy and objectives. HGGC’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating the terms of and making investments on behalf of the Funds, supervising and monitoring the performance of such investments and disposing of such investments. The Adviser generally serves as the investment adviser or general partner and/or ultimate general partner to the Funds in order to provide such services. The Adviser provides investment advisory services to each Fund in accordance with various investment advisory, investment management or portfolio management agreements (each, an “Advisory Agreement”), private placement memorandum or similar offering documents (a “Memorandum”), limited partnership agreement (or analogous organizational or governing document) (a “Partnership Agreement”), and as applicable and at the Adviser’s discretion, side letters or similar arrangements (“Side Letters”) with the Fund’s investors (such Memorandum, together with the Partnership Agreement (or analogous organizational or governing document), the “Governing Documents”) of such Fund. Such Side Letters generally have the effect of establishing rights under, or altering or supplementing a Fund’s Partnership Agreement, including

by providing, among other things, different information rights, co-investment rights, liquidity or transfer rights and other economic rights that may be material. Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable general partner and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Advisory Agreement and Governing Documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of the applicable Fund. As of December 31, 2025, the Adviser’s “Regulatory Assets Under Management” listed on the Form ADV Part 1A, Item 5 was $10,836,694,172, $10.6 billion of which are managed on a discretionary basis and $204.7 million of which are managed on a non-discretionary basis.

As noted above and is generally the case in private equity funds, the Governing Documents provide that a Fund’s Advisory Fees will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value. As further specified in the Governing Documents, from the effective date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown Date”), Advisory Fees generally will be charged based on a formula tied to the amount of the relevant Fund’s aggregate commitments. Further, after the Stepdown Date, Advisory Fees generally will be charged and calculated based on a formula tied to the amount of investment contributions (including where applicable, a Fund borrowing component (including interest expenses) and the amount of any capitalized transaction fees or expenses, including Transaction Fees (as defined below) or expenses and/or fees and costs of Capital Advisers (as defined below) paid in advance or arrears) made by the relevant Fund relating to the Fund’s aggregate investments(s) in any portfolio company that have not been realized or completely written off with no ongoing monitoring by the relevant general partner (such completely written off investments, “Impaired Value Investments”). Under the Governing Documents, where the fair market value of the remaining investments in a portfolio company exceeds the total amount of existing and former investment contributions relating to such investment, post-Stepdown Date Advisory Fees will not be calculated based upon such appreciated value and will instead continue to be calculated based on the amount of applicable investment contributions. Conversely, the Governing Documents do not require Advisory Fees to be reduced or refunded following the occurrence of a write-off, decrease (including a significant decrease) in fair value or other event not constituting a complete realization, such as a partial sale or disposition, reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in connection with a sale or dividend distribution, except in the case of investments that have been fully realized or meeting the relevant Impaired Value Investment standard under the Governing Documents. For the avoidance of doubt following the Stepdown Date, if as of the date of any disposition or write-off the fair market value of the remaining investments in a portfolio company that has not been fully realized or is an Impaired Value Investment is less than the aggregate amount of existing and former investment contributions in such portfolio company, then the amount of Advisory Fees otherwise payable with respect to such portfolio company will be reduced solely based on the ratio of the fair market value of the remaining investment(s) in such portfolio company as compared against the amount of total investment contributions relating to all existing and former investment(s) in such portfolio company. Due to differences in the criteria set forth in their respective Governing Documents, in the event where more than one Fund participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Fund’s Governing

Documents but not those of one or more other Funds. In such situation, the applicable Advisory Fee calculation for such investment may differ between or amongst participating Funds. As a result, and as is generally the case for private equity funds, the amount of Advisory Fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Fund, including following the relevant investment period, and will not be reduced in connection with any write downs (whether temporary or permanent), except in the case of Impaired Value Investments. Except where the Governing Documents expressly provide to the contrary, Advisory Fees will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions in each case in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Stepdown Date Advisory Fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees (such as for Transaction Fees (as defined below)) and expenses paid to Service Providers (as defined in Item 11 below), the Adviser or its affiliates. Further, Advisory Fees generally will not be reimbursed or refunded under the Governing Documents in the event of realizations, dispositions or partial write downs or write-offs that occur partway through the relevant calculation period. The Governing Documents set forth the full list of terms under which Advisory Fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Advisory Fee rate in the Governing Documents until they are reduced in the circumstances and on the date(s) specified therein. In addition, the Adviser expects to perform management or board of director, consulting, transaction-related, financial advisory and other services (“Related Services”) for, and receive fees from, actual or prospective portfolio companies or other investment vehicles of the Funds in consideration of such services, including fees in connection with mergers, acquisitions, add-on acquisitions, refinancings, public offerings, sales and similar transactions (“Transaction Fees”). These fees may be substantial. Although Transaction Fees are in addition to the Advisory Fees, the Adviser will in some circumstances reduce the amount of Advisory Fees paid by the applicable Fund in connection with the receipt of such fees. The amount and manner of such reduction is set forth in the Advisory Agreement and/or Governing Documents of the applicable Fund. Additionally, portfolio companies typically reimburse the Adviser for expenses (including without limitation travel expenses, which include expenses for private, chartered or first-class travel and, in certain circumstances, meals and entertainment) incurred by the Adviser in connection with its performance of services for such portfolio company, and such reimbursements are not subject to the sharing arrangements described above. The Adviser generally has discretion over whether to charge Transaction Fees and, if so, the rate, timing, method and/or amount of such compensation. In most circumstances, such compensation is not reviewed or approved by an independent third party. As a matter of practice, the Adviser is typically paid Transaction Fees from, on behalf of or with respect to co-investors and other owners of an investment. The receipt of such Transaction

Fees will not reduce the Advisory Fee payable by any Fund(s) that have also invested in such investment, and, as a result, a Fund will, in most cases, only benefit with respect to the relevant allocable portion on a “fully diluted” basis of any such Transaction Fees. “Fully diluted” basis calculations generally relate to a Fund’s ownership of a portfolio company’s common equity, including ownership that arises through the conversion or exercise of certain securities. Therefore, the value of certain Fund investments into a portfolio company, such as debt or certain debt-like investments (e.g., non-participating preferred equity), is not a factor when determining a Fund’s allocable portion of a fee on a “fully diluted” basis. As a result, a Fund will not benefit from (and HGGC and its affiliates are expected to retain) the portion of any Transaction Fees related to, among other items: (i) general partner, affiliated partner or similar fee-free commitments; or (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by the Adviser, Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners); or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management and/or others, which have the potential to be significant. HGGC’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. Unless otherwise agreed with investors, Transaction Fees generally will be payable without further offset if Advisory Fees are reduced or eliminated, including during term extensions. Transaction Fees will be offset only to the extent they are paid during the holding period of the relevant Fund, and investors generally will not receive the benefit of Transaction Fees paid prior to the Fund’s acquisition, or following the Fund’s disposition, of the relevant investment. Similarly, to the extent former personnel of the Adviser becomes a consultant to, or employed by, a portfolio company, no compensation earned by such former personnel will offset the Advisory Fee, whether or not such former employee has a remaining interest in the relevant Fund’s general partner or affiliated entity. Conversely, in the event that the Adviser employs or admits as a partner a person that previously received compensation from a portfolio company, limited partners will receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with the Adviser, and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. Each of the foregoing conditions is expected to reduce the amount of Transaction Fees otherwise available to be offset against Advisory Fees, resulting in a potential material benefit to the Adviser over the life of the relevant Fund, and the existence of such potential benefit creates an incentive for the Adviser to seek to increase such amounts. For a discussion of material conflicts of interest created by the receipt of such fees and reimbursements, please see “Conflicts of Interest” under Item 11 below. The Adviser and/or its affiliates generally also have discretion over whether to charge Transaction Fees or other compensation to a portfolio company and, if so, the rate, timing and/or amount of such fees or other compensation. The receipt of such compensation generally will give rise to potential conflicts of interest between the Funds, on the one hand, and the Adviser and/or its affiliates on the other hand. Principals or other current or former personnel of the Adviser generally receive salaries and other compensation derived from, and in certain cases including a portion of, the Advisory Fee, carried interest, profits interests or other compensation received by the Adviser or its affiliates.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are established by the Adviser or its affiliate receiving the Advisory Fee, as modified by negotiations with investors in the applicable Fund and are set forth in such Fund’s Advisory Agreement, Governing Documents, Side Letters and/or other documentation received by each investor prior to investment in such Fund. The Advisory Fees and other fees and carried interest distributions described herein are generally subject to waiver or reduction by the Adviser (or such affiliate receiving the Advisory Fee) in its sole discretion, both voluntarily and on a negotiated basis with selected investors. The Adviser’s receipt of profits interests varies from Fund to Fund subject to the applicable Governing Documents. For certain Funds the Adviser has, or may in the future have, the ability to receive a profits interest as the result of waiving all or a portion of the management fee otherwise payable by a Fund (on a voluntary basis pursuant to HGGC’s election). Such profits interest entitles the Adviser to share in net profits, if any, of the applicable Funds. Certain waived portions of the Advisory Fees are treated by the Governing Documents as a deemed capital contribution by the relevant general partner, which is effectively invested in the relevant Fund on such general partner’s behalf and operates to reduce the amount of capital such general partner would otherwise be required to contribute to the Fund. Waived or reduced Advisory Fees are not subject to the Advisory Fee reductions, and the amount of such waived or reduced Advisory Fees has the potential to be significant. Unless otherwise agreed with investors, Advisory Fees generally will be payable during term extensions. The fee structures described above may be modified over time. Fees often differ from one Fund to another, as well as among investors in the same Fund. The Adviser retains flexibility to structure its compensation from investors and expects in certain circumstances to agree to invoice an investor directly for Advisory Fees or other compensation, rather than deducting such amounts from the investor’s capital account(s). Advisory Fees billed to and received from the Funds are typically payable quarterly in advance and are deducted from the assets of the Funds. Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid under such Advisory Agreement are generally returned to the applicable Funds on a prorated basis. To the extent set forth in the applicable Fund’s Governing Document, Advisory Fees paid by a Fund will be reduced by the amount of fees and expenses incurred by the Funds in connection with the organization of such Fund that exceed a limit specified in such Fund’s Governing Documents (“Organizational Expenses Cap”). The Advisory Fees paid by a Fund generally also will be reduced by the amount of fees (but not expenses) paid by such Fund to persons acting as a placement agent in connection with the offer and sale of interests in such Fund to certain potential investors. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds. As some Funds do not have an Organizational Expenses Cap, such Funds will not benefit from a limitation on the amount of fees and expenses in connection with the organization of such Funds. In addition, the Adviser or its affiliate receiving the Advisory Fee is permitted to waive or reduce all or a portion of the Advisory Fee in full or partial satisfaction of any obligation of the Adviser and certain personnel of the Adviser to invest in and alongside such Fund. In addition to the Advisory Fees, the Funds will pay, or reimburse the general partners (or an affiliate thereof) for, all other fees, costs, expenses, liabilities and obligations relating to the Funds and/or their subsidiaries’ and intermediate entities’ activities, business, current or potential

portfolio companies or actual or potential investments, whether incurred prior to, or following the initial closing, including with respect to any entity (including alternative investment vehicles) formed to effect the acquisition or holding of a portfolio company, in each case, to the extent not borne or reimbursed by a portfolio company or a potential portfolio company, including all fees, costs, expenses, liabilities and obligations relating or attributable to: (i) activities with respect to the origination, identification and sourcing of investment opportunities for the Funds, including meeting with consultants, finders, broker-dealers, investment banks and other sources of investments and developing and maintaining an investment pipeline; (ii) activities with respect to the pursuing, structuring, organizing, negotiating, consummating, financing, refinancing, diligencing (including any subscriptions to any periodicals or databases and/or research services), acquiring, bidding on, owning, managing, monitoring (including monitoring the financial condition and other relevant operating performance metrics of investments), operating, holding, hedging, (including of any foreign exchange risk exposure), restructuring, recapitalizing, trading, taking public or private, selling, valuing, winding up, liquidating, dissolving or otherwise disposing of, as applicable, portfolio companies and the Funds’ actual and potential investments (including follow-on investments) or seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction or other fees and expenses payable to attorneys, accountants, tax professionals, investment bankers, lenders, expert networks, third-party diligence software and service providers, consultants and similar professionals in connection therewith and any fees and expenses related to transactions that may have been offered to co-investors), whether or not any contemplated transaction or project is consummated and whether or not such activities are successful; (iii) indebtedness of, or guarantees made by, the Funds, the Adviser, the general partners or any “affiliated partner” on behalf of the Funds (including any credit facility, letter of credit or similar credit support or any indebtedness entered into pending participation by a coinvestor in a portfolio company or prospective portfolio company), including the repayment of principal and interest with respect thereto, or evaluating, negotiating or conducting any other activities related to seeking to put in place or amend any such indebtedness or guarantee; (iv) financing, commitment, origination and similar activities; (v) broker, dealer, underwriting (including both commissions and discounts), loan administration, private placement bonuses, guaranteed minimums, sales, investment banker, finder and similar services (including buy- and sell-side finders’ fees, as well as similar deal sourcing payments); (vi) brokerage, sale, custodial, depository, local paying agent, trustee, record keeping, account registered office and similar services (including costs related to appointments or changes of any depositary appointed pursuant to the UK Alternative Investment Fund Managers Regulations 2013/1773, and retained and amended from time to time (“AIFMD”) and appointments or changes of the Swiss representative and paying agent (pursuant to the Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended) (“CISA”) and Swiss Federal Act on Financial Services of 15 June 2018, as amended (“FINSA”)), including any law, rule or regulation relating to the implementation thereof); (vii) legal, intellectual property, accounting, research (including expert networks and consultants, research reports, subscriptions to any periodicals, databases and/or research services, research calls and meetings and research or industry conferences), auditing, technology (including data science, application development and technology infrastructure), administration (including fees and expenses associated with the Funds’ third-party administrator(s) for accounting, capital call, distribution, investor reporting, anti-money laundering and privacy law compliance, tax and other fund administrative services, and fees and expenses associated with tracking, performance, customer relationship management and reporting software), information, appraisal, advisory,

valuation (including third-party valuations, fairness opinions, appraisals or pricing services as well as costs related to the establishment or maintenance of such other services, including with respect to portfolio company transactions entered into between the Funds and other investment vehicles affiliated with the general partners), consulting (including consulting and retainer fees, salaries, bonuses, retainers and guaranteed minimums and other compensation or expense reimbursements paid to, and benefits or personnel costs (including employee benefits, payroll taxes, insurance, paid time off and other office space, technology and other overhead) provided to or on behalf of, the Capital Advisers (as defined below), consultants performing investment initiatives or providing services related to cybersecurity or environmental, social and governance (“ESG”) investment considerations and policies, operations, talent assessment and recruiting (including headhunter fees, background checks and relocation expenses) and other similar consultants), tax and other professional services; (viii) reverse breakup, termination and other similar fees; (ix) insurance, including directors and officers liability, fidelity bond, cybersecurity, investments, representation and warranty, portfolio company management liability, errors and omissions liability, crime coverage and general partnership liability premiums and other insurance and regulatory expenses (including any costs and expenses related to any retention or deductibles and broker costs and commissions) and the costs of any consultants, data providers or other advisors utilized in the procurement, review, maintenance and analysis of insurance; (x) filing, title, transfer, survey, environmental diligence, registration and other similar activities; (xi) printing, publishing, communications, mailing, courier, marketing and publicity; (xii) the preparation, distribution or filing of Fund-related or investment-related financial statements or other reports, tax returns, tax estimates, Schedule K-1s, K-2s and/or K-3s (or equivalent), other communications with Fund partners or any other administrative, compliance or regulatory filings or reports (including Form PF and Bureau of Economic Analysis Reports), or other information, including fees and costs of any third-party service providers and professionals related to the foregoing; (xiii) any regulatory related costs associated with reporting, filing or other ongoing compliance requirements contemplated by the AIFMD, CISA and/or FINSA (excluding costs associated with the initial and/or preliminary registrations, filings and compliance obligations related to the AIFMD, CISA and/or FINSA which costs, for the avoidance of doubt, are all Organizational Expenses), the Sustainable Finance Disclosure Regulation (EU) 2019/2088 (“SFDR”), the Taxonomy Regulation or any other similar law, rule or regulation (including any implementing law, rule or regulation relating thereto), or any other fees, costs and expenses relating to the AIFMD, CISA and/or FINSA, the SFDR and the Taxonomy Regulation, including fees, costs and expenses of any third-party service providers and professionals related to the foregoing; (xiv) compliance with any tax or financial account reporting regime, including FATCA, the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard and any similar laws, rules and regulations, including any costs of any third-party service providers and professionals related to the foregoing; (xv) developing, licensing, implementing, maintaining or upgrading any web portal, website, extranet tools, computer software and hardware (including accounting, investor tracking, investor reporting, customer relationship management, ledger systems, financial management and cybersecurity) or other administrative or reporting tools (including subscriptionbased services) or related service providers, for the benefit of the Funds or the limited partners; (xvi) any activities with respect to protecting the confidential or non-public nature of any information or data (including any costs incurred in connection with the General Data Protection Regulation (EU 2016/679) (as amended), the California Consumer Privacy Act, as amended, and the Freedom of Information Act, 5 U.S.C. § 552 (“FOIA”), any state public records access laws,

any U.S. state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement that might result in the public disclosure of confidential information); (xvii) to the extent provided in the Partnership Agreement, or otherwise approved by the general partners in their sole discretion, activities or proceedings of the limited partner advisory boards (“Advisory Boards”) (including any reasonable out-of-pocket costs and expenses incurred by representatives of the general partners, the Advisory Board members, permitted observers and other persons attending or otherwise participating in meetings of the Advisory Board including travel costs); (xviii) indemnification obligations (including legal and any other fees, costs and expenses incurred in connection with indemnifying any Fund partner or other person pursuant to the Partnership Agreement and advancing fees, costs and expenses incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the Partnership Agreement), except as otherwise set forth in the Partnership Agreement; (xix) actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including the costs and expenses of any discovery related thereto and any judgment, other award or settlement entered into in connection therewith; (xx) any annual limited partner meeting or other periodic, or special meetings of the limited partners; any other conference, meeting or webcast or other video conference with any limited partner(s) (in each case, including any costs associated with venue, set-up, room and board, dining, entertainment, gifts and mementos, honorarium, events or speakers and other meeting or conference-related costs), and any other activities necessitated by and incidental to the Funds’ global investor base, in each case, to the extent incurred by the Funds, the general partners or any other affiliate of the general partners; (xxi) any fee, cost, expense, liability or obligation relating to any alternative investment vehicle or their activities, business, portfolio companies or actual or potential investments (to the extent not borne or reimbursed by a portfolio company of such alternative investment vehicle) that would be a Fund expense or organizational expense if it were incurred in connection with the Funds, and any expenses incurred in connection with the formation, management, operation, termination, winding up, liquidation, structuring, restructuring and dissolution of any feeder vehicles (including feeder funds) related to the Funds to the extent not paid by the investors investing in such entities and any other costs related to any structuring or restructuring of any alternative investment vehicle, portfolio company or portfolio company of any alternative investment vehicle; (xxii) the winding up and subsequent dissolution of the Funds and the termination, liquidation, winding up or dissolution of the Funds; (xxiii) defaults by Fund partners in the payment of any capital contributions; (xxiv) amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the Funds, the general partners and related entities and any alternative investment vehicle of the Funds, including the preparation, distribution and implementation thereof; (xxv) (A) complying with any law, regulation or policy related to the activities of the Funds (including in relation to privacy, data protection, know-your-customer, anti-money laundering, sanctions or anti-terrorism considerations), including any legal, administrator, consulting or other third-party service provider costs related thereto, any regulatory expenses of the general partners or the Adviser incurred in connection with the operation of the Funds, any costs and expenses related to cybersecurity and any costs and expenses related to compliance with any ESG investor considerations and policies of the general partners or the Funds and/or (B) any litigation or governmental inquiry, investigation or proceeding involving the Funds, including any costs and expenses of discovery related thereto and the amount of any judgments, awards, settlements or fines paid in connection therewith, except as set forth in the relevant Partnership Agreement; (xxvi) unreimbursed costs and expenses incurred in connection with any transfer or

proposed transfer by a limited partner, including any limited partner’s name change, internal restructuring or change in trust, registered agent or custodian; (xxvii) any taxes, fees and other governmental charges levied against or otherwise borne by the Fund, any intermediate entity and/or any alternative investment vehicle and all costs incurred in connection with any tax audit, inquiry, investigation settlement or review of the Funds, any intermediate entity and/or any alternative investment vehicle, including any costs of or related to any “partnership representative” of the Funds or “designated individual” thereof (except to the extent that a Fund is reimbursed therefor by a partner or such tax, fee or charge is treated as having been distributed to the partners pursuant to the relevant Partnership Agreement); (xxviii) distributions to the fund partners and other expenses associated with the acquisition, holding and disposition of the Funds’ investments, including extraordinary expenses; (xxix) unreimbursed expenses and unpaid fees of the Capital Advisers, or any persons engaged by the Capital Advisers; (xxx) compliance or regulatory matters related to the Funds, except as otherwise set forth in the relevant Partnership Agreement, including compliance with the relevant Partnership Agreement, and any costs attributable to investor-related services and administering Side Letters entered into with limited partners (including any amendments, restatements, supplements, waivers, consents or approvals pursuant thereto and the process of compiling compendiums of Side Letter provisions and tracking and implementing applicability in accordance with the relevant Partnership Agreement); (xxxi) any expenses incurred in connection with attending and sponsoring industry conferences and events including attendance of any HGGC personnel or portfolio company personnel, Capital Advisers or consultants at any meeting, training program or conference (including those hosted by the Adviser or its affiliates); (xxxii) any travel (including, where appropriate, the cost of chartering private aircraft or other private air travel (including from Adviser personnel or an affiliate of the general partners) at a cost not exceeding the cost of first class commercial airfare, or other air travel, car or ride sharing services or other modes of transportation), incidental travel expenses, lodging, meals or entertainment relating to any of the foregoing; all of the foregoing items (i)-(xxxii) in connection with consummated and unconsummated investment and disposition opportunities (including coinvestors’ proportionate share of any costs and expenses related to an investment or other opportunity not consummated); (xxxiv) any organizational expenses; (xxxv) any placement fees and expenses payable to any placement agent in connection with the organization and funding of the Fund; and (xxxvi) any other fees, costs, expenses, liabilities or obligations approved by the Advisory Boards. Except where the relevant Governing Documents or Side Letter(s) expressly provide to the contrary, a Fund’s allocable share of expenses and fees generated in the course of evaluating potential investments which are not consummated (such expenses and fees hereinafter referred to as “Broken Deal Expenses”) and other expenses relating to the diligence or evaluation of a prospective investment generally are allocated among limited partners regardless of whether any individual limited partner negotiated for an elective or automatic contractual right that would have excused them from participating in the investment. The Funds also bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses, including fees and expenses of the Adviser and/or its affiliates and company-level fees and expenses not covered by the list of permissible expenses set forth in the Governing Documents; the relative percentage of these expenses that are borne by various stakeholders (including the relevant Fund, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. Expenses charged at the level

of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Fund expenses in calculating the gross and net performance of the relevant Fund, and so HGGC expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction costs. The Adviser reserves the right to agree with Capital Advisers, Special Consultants (as defined below) and other Service Providers, joint venture or similar partners, portfolio company management or other persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such persons relating to one or more investments will be paid in the form of a profits, participation or equity interest granted in the relevant investments or related intermediate entities. While such an arrangement is more favorable to the relevant Fund in that it does not involve an initial cash outlay for the payment of expenses and could be further favorable to the relevant Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits, participation or equity interest generally would have a dilutive impact on the Fund’s investment, as well as the potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. To the extent holding or intermediate entities include one or more special purpose acquisition companies (“SPACs”), the relevant Fund(s) will bear the costs of organizing and offering such SPACs, as well as the amount and dilutive effect of any founders’ equity or similar interests issued thereby that are not held directly or indirectly by a Fund, and except where prohibited by the Governing Documents, such interests are permitted to be issued to HGGC and its personnel. The Adviser expects to be subject to potential conflicts of interest where certain administrative and other functions would not be chargeable to the Funds under the Governing Documents if performed by HGGC personnel, but third parties and Capital Advisers (described under “Capital Advisers” in Item 5 below) performing the same services generally would be chargeable to the Funds thereunder, and outsourcing to third parties effectively enables HGGC and its affiliates to reduce its personnel compensation costs. Each Fund also generally will bear the costs of implementing, reporting (as applicable), monitoring and complying with investment guidelines and directives relating to the Fund’s strategy, including in Side Letters relating thereto. As is typical for private equity funds, the Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds. This is not meant to be an exhaustive listing of all potential expenses a Fund may bear. Please refer to each Fund’s Governing Documents for more details on expenses permitted to be borne by the Funds. The inclusion of an expense category in a Fund’s Governing Documents will not impose on the Adviser an obligation to charge an expense (or the full amount of that expense) to that Fund; instead, permitted expenses will be allocated and charged in the Adviser’s discretion to the Fund(s) it deems appropriate. In certain circumstances, the relevant general partner is expected to permit certain investors to coinvest or invest in portfolio companies alongside one or more Funds, subject to the Adviser’s related policies and practices and the Governing Documents and/or Side Letter(s). In some cases, a co-investment vehicle may be formed in connection with the consummation of a transaction, subject to the Adviser’s related policies and the relevant Governing Documents. Accordingly, where a proposed transaction is not consummated, the full amount of any Broken Deal Expenses relating to any such proposed transaction will typically be borne by the Fund or Funds selected by the Adviser as proposed investors for such proposed transaction, and not by any prospective coinvestors that were to have participated in such transaction. In some cases, the Fund may co-invest

with third parties through a variety of structures, such as partnerships, joint ventures or other entities or arrangements. Typically, the Fund will bear such Broken Deal Expenses regardless of whether any co-investor(s) had yet been identified or confirmed, or whether any co-investment vehicle had yet been formed in connection with the relevant transaction. To the extent that such co-investors have already executed a co-investment vehicle agreement to invest in such transaction, such co-investor is expected to bear its pro rata share of such Broken Deal Expenses. Conversely, the Adviser and its affiliates generally do not permit prospective co-investors to benefit from break-up fees (if any), and the Fund would generally expect to receive the entirety of the fee (other than amounts allocable to other co-lead investors or other private funds managed by the Adviser or its affiliates), to the extent not applied to reimburse the Adviser or its affiliates, prospective co-investors or others for certain expenses incurred in connection with such transaction. To the extent a Fund makes use of a credit facility to invest in a portfolio company or pay related expenses, it generally will not be reimbursed separately by co-investors for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole. The Adviser generally has the right to exempt certain investors in certain Funds from payment of all or a portion of Advisory Fees and/or carried interest. Any such exemption from fees and/or carried interest may be made by a direct exemption or by allowing such investors to invest through other vehicles which co-invest with a Fund. For example, in instances where Adviser personnel (or an affiliated entity thereof) invests in a Fund, such personnel (or such affiliated entity) generally will be exempt from payment of the Advisory Fee and/or carried interest with respect to such Fund. Additionally, to the extent permitted by the relevant Partnership Agreement, the Adviser permits investors, affiliated with the Adviser or otherwise, including “friends and family” of the Adviser, its personnel and/or Service Providers, to invest through the relevant general partner or other vehicles that do not bear Advisory Fees or carried interest. In general, the Advisory Fee offsets described herein apply only with respect to the capital commitments of fee-paying investors. Additionally, please see Item 6 below regarding “Carried Interest” that the Funds are required to pay. Although the Adviser does not generally utilize the services of broker-dealers to effect portfolio transactions for the Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. Capital Advisers The Adviser and its affiliates and/or portfolio companies generally engage, employ or retain various persons or entities to provide services to, or support the Adviser and its investment professionals in connection with, their activities on behalf of the Funds, their alternative investment vehicles, their respective portfolio companies and/or their respective affiliates (“Capital Advisers”), which services include, without limitation (i) assistance in connection with the identification, acquisition (including platform acquisitions, as well as add-on acquisitions to existing portfolio companies), holding, improvement and disposition of portfolio companies, including performing due diligence reviews of prospective portfolio companies, (ii) assistance with operational due diligence and capital sourcing for prospective and consummated transactions,

(iii) services with respect to post-closing operational initiatives for portfolio companies (including those related to manufacturing, product development, sales, marketing, finance, tax, technology, information technology, financing (including debt and equity financing, whether in connection with acquisitions, dispositions, refinancings, recapitalizations and other similar transactions or otherwise and certain investment banking underwriting and other capital markets services), legal, regulatory, accounting, ESG, real estate and facilities management, human resources (including recruiting and talent acquisition), executive coaching, board advisory, product and service development, project management and acquisition integration and rationalization), (iv) serving as a director or an executive or similar officer of a portfolio company or subsidiary thereof and (v) other operational services and functional operating support, including as described in the Governing Documents (collectively, “Capital Adviser Services”). Capital Advisers are expected to receive compensation in the form of salary or other compensation (including retainers, bonuses (whether or not based on pre-determined milestones), guaranteed payments, profits interests, incentive equity, stock awards or other non-cash compensation (including profits interests, equity options, warrants or other interests or rights to purchase investments, in a portfolio company)) related to the Funds and/or their portfolio companies, technology and overhead costs, benefits and personnel costs (including employee benefits, payroll taxes, insurance, paid time-off and office space) and expense reimbursements payable by the Funds or their affiliates or a portfolio company in connection with services provided. Capital Advisers include Value Enhancement Team, LLC ("VET," formerly known as the Operational Resources Group or “ORG”), and its members and personnel, as well as certain third-party advisers, consultants and other similar professionals who are employees of VET or employees of portfolio companies or employees or independent contractors of VET, HGGC, the Funds, any alternative investment vehicles, their respective portfolio companies and/or their respective affiliates. VET is owned and controlled by an affiliate of the Adviser. VET is authorized to engage, employ or retain various persons to provide services to, or support VET in connection with its activities on behalf of the Funds, their alternative investment vehicles, and their respective portfolio companies and/or their respective affiliates, which services include, without limitation, managerial, human resources (including recruiting and talent acquisition), legal, accounting, administrative and similar services, the costs of which generally will be paid from the fees and expense reimbursements VET receives in connection with the services contemplated by clauses (i) through (v) above. The Capital Advisers do not exercise investment discretion on behalf of the Funds, although they are authorized to invest in or co-invest alongside the Funds and in other investment products offered by HGGC. The Funds, directly or through portfolio companies in which they invest, bear the cost of Capital Adviser Services provided by the Capital Advisers. Members of the Capital Advisers (including VET) are expected to receive compensation from portfolio companies or from a Fund (including through the reimbursement of fees or other compensation initially paid by the Adviser or applicable general partner, which is permitted to be borne by a Fund through a reduction in the offset to the Advisory Fees for certain non-investment advisory fees received by the Adviser or its affiliates in connection with the Funds’ investments and portfolio companies). No Capital Adviser compensation will offset or reduce the Advisory Fee and, thus such compensation will not be covered by the Advisory Fee. See “Certain Consultants” under Item 8 below. Certain members of the Capital Advisers participate in meetings of the Adviser’s investment or other committees to, among other things, provide feedback and operational insight regarding a

particular industry or prospective portfolio company and help ensure coordination between the Capital Advisers and the Adviser’s investment team (the “Investment Team”) in constructing an operating plan for a given portfolio company. The Adviser and/or the applicable general partners generally have discretion over whether to charge fees to or require other compensation from (or seek reimbursement from) a portfolio company in connection with services provided by the Capital Advisers and, if so, the fee rate or amount. The receipt by members of the Capital Advisers of such fees or other compensation generally will give rise to potential conflicts of interest between the Funds, on the one hand, and the Adviser and/or its affiliates (including VET), on the other hand. Please see “Conflicts of Interest” under Item 11 below. The Funds, through portfolio companies or directly, bear the cost, including compensation, of directors, executives or consultants to portfolio companies, including the Capital Advisers, which include current and former senior principals, personnel or owners of the Adviser, in connection with management or consulting services provided by such persons. Any such cost will generally not offset Advisory Fees paid to the Adviser. In some circumstances Capital Advisers and other consultants are expected to request that the amount of fees payable in relation to their services instead be directed to a third party or donated to a charitable organization, and in these cases the relevant Fund will bear such amount as a permissible expense to the same extent as if it were paid to the consultant itself. The determination of whether individuals are Capital Advisers is expected to change and/or be revisited over time, which poses potential conflicts of interest where certain changes in status or categorization would reduce costs that the Adviser otherwise would be required to bear.

Generally, and except as otherwise set forth in the Governing Documents of the Funds, the Adviser believes 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. Additionally, the Adviser periodically reviews the time and services being devoted to the Funds to ensure that the necessary resources are being allocated to each Fund. Additionally, to the extent that Adviser personnel are assigned varying percentages of Carried Interest from the Funds, such personnel are subject to potential conflicts of interest, to the extent they are involved in identifying investment opportunities as appropriate for Funds from which they are entitled to receive a higher carried interest percentage. The Adviser seeks to address the potential for conflicts of interest in these matters with allocation policies that provide that transactions and investment opportunities will be allocated to the Funds in accordance with each Fund’s investment guidelines and Governing Documents, as well as other factors that do not include the amount of performance-based compensation received by the Adviser or any personnel. Please also see Item 12 below regarding trade aggregation, as well as Item 11 below for additional information relating to how conflicts of interests are generally addressed by the Adviser. The existence of performance-based compensation has the potential to create an incentive for the Adviser to operate the relevant Fund in a riskier, more speculative or other manner that is less favorable to investors than it would otherwise in the absence of such arrangement, although the Adviser generally considers performance-based compensation to better align its interests with those of its investors, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals.

Investors in the Funds are generally “qualified purchasers” or “knowledgeable employees” as defined in the 1940 Act, and may include, among others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans, trusts, estates, charitable organizations, university endowments, sovereign wealth funds, family offices, corporations, limited partnerships and limited liability companies or other entities, employees of the Adviser (and their affiliated estate planning vehicles and members of their families) and Capital Advisers, VET members or other Service Providers retained by the Adviser, or a Fund, as well as executives of portfolio companies. The Funds typically include alternative investment vehicles established in order to permit one or more investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the related Fund. The Adviser does not have a minimum size for a Fund, but minimum investment commitments may be established for investors in the Funds. The general partner of each Fund has the right in its sole discretion to permit investments below the minimum amounts set forth in the offering documents of such Fund.

HGGC believes its differentiation stems from its distinctive partnership-oriented approach to private equity, its deeply rooted values-based culture, and its commitment to upholding the Adviser’s six core values of excellence, teamwork, humility, diversity, abundance, and empowerment. HGGC believes its values-based partnership approach lies at the heart of HGGC’s success as it creates a virtuous circle of reference-ability and preferred access to attractive investment opportunities, strong alignment with management teams in the pursuit of value creation strategies, and advantaged access to human capital talent in the middle market. Through HGGC’s time-tested strategy, HGGC primarily pursues control buyouts of private and public companies in the middle market, particularly in North America and, to a lesser extent, the United Kingdom (“UK”) and Western Europe. The Funds also make non-control investments selectively where they can exercise significant influence and impact on value creation, where partnership dynamics are particularly strong, and where a control investment may be viewed as less attractive for the seller as well as the Funds. Investment Strategy HGGC’s investment strategy relies on a disciplined, time-tested process for creating value. The strategy focuses on acquiring certain types of high-quality companies that operate in defensible markets, where HGGC seeks to drive operational improvements, enhance management teams, and execute strategic add-on acquisitions. HGGC believes it is advantageously positioned to create value by leveraging VET, a dedicated team of operational specialists who work closely with portfolio companies to unlock value creation potential. HGGC’s strategy is built on three core pillars: (1) prioritizing business quality, (2) driving active value creation through well-established strategies, and (3) fostering a partnership-centric approach that has defined the Adviser throughout its history. This approach is deeply rooted in the Adviser’s values-based culture, which has been a cornerstone of HGGC since its inception. Focus on Business Quality HGGC seeks to invest in high quality businesses that it believes can be strong value compounders over time and have characteristics that make them resilient through challenging economic

environments. HGGC’s formula begins with an adherence to targeting businesses of a certain quality. Value Creation Strategies HGGC’s time-tested value creation strategies are: (i) Buy and Build – building out the M&A engines of serial acquirors and ensuring integration and platform capabilities to drive acquisition synergies; (ii) Business Transformation— identifying and materially improving a critical factor or set of factors within a portfolio company to unlock performance; and (iii) Growth Enablement— supporting sustained (and in many cases accelerating) top-line growth of businesses with inherently high growth profiles. In addition to these strategies (which are not mutually exclusive, with more than one strategy often in play at a portfolio company), HGGC’s value creation philosophy includes a foundational business building toolkit that is applied across most of its portfolio companies. Based on the Adviser’s experience in the middle market, most businesses, even those of the highest intrinsic business quality, require some measure of foundational business building support to reach the next level of business and financial performance. HGGC’s foundational business building efforts typically involve the following elements: •

People – Ensuring the right people are in the optimal roles to effectively execute the investment thesis.

•

Processes – Enhancing operational processes to ensure scalability of the business.

•

Systems – Implementing systems to increase efficiency and scalability.

HGGC’s partnership approach HGGC believes its partnership ethos is manifested in the Adviser’s operating style, the relationship-driven manner in which it engages with counterparties and stakeholders, and its overall approach to investment opportunities. For example: •

The Adviser approaches each investment opportunity as not just a transaction, but a collaborative problem-solving journey. By applying its capital, intellectual resources, and extensive experience, HGGC seeks to find solutions that enable companies, management teams, and business owners to achieve their specific and differentiated objectives in partnership with the Adviser.

•

The Adviser is highly focused on establishing and sustaining alignment with its management and seller partners, based on shared objectives and a foundation of trust.

•

The Adviser seeks to be the preferred partner in the situations it pursues, distinguished by its collaborative style of engagement and commitment to tailored solutions.

•

The Adviser approaches the value creation program for each investment in a bespoke fashion, leveraging its core capabilities and power alleys to address the particular opportunity sets and circumstances surrounding each portfolio company.

Risks of Investment and Certain Conflicts of Interest Investing in securities involves a substantial degree of risk. A Fund may lose all or a substantial portion of its investments, and investors in the Funds must be prepared to bear the risk of a complete loss of their investments. In addition, as described more fully in the applicable Fund’s offering documents, material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Funds, include, but are not limited to, the following: Business Risks A Fund’s investment portfolio is expected to consist primarily of securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk, which can result in substantial losses. Risks Inherently Associated with Technology Companies Investments in the software industry are subject to certain specific industry risks that could adversely affect businesses in the software industry, including: (i) new competing products and improvements in existing products which may quickly render existing products or technologies obsolete; (ii) rapidly changing and difficult to predict market conditions and consumer preferences; (iii) short product life cycles; (iv) scarcity of and high demand for management, technical, scientific, research and marketing personnel with appropriate training; (v) the possibility of lawsuits related to patents and other intellectual property and their associated rights; and (vi) rapidly changing investor sentiments and preferences with regard to software investments. Some or all of the Funds’ portfolio companies will compete in this volatile environment, and such competition may result in significant downward pressure on the prices of such portfolio companies’ products and/or services. Risks Related to the Consumer Sector Investments in the consumer sector are subject to legislative or regulatory changes, tariff or other taxation changes, adverse market conditions and/or increased competition affecting retail businesses. The valuation of portfolio companies in the consumer sector may fluctuate widely due to consumer spending, which is affected by general economic conditions and consumer confidence levels. The consumer sector is highly competitive, and a company’s success is often tied to its ability to anticipate and react to changing consumer tastes. In addition, the performance of some of these companies has historically been affected by interest rates, tariff and other taxation rates, competition, the cost of real estate, commodity and labor costs, and relative levels of disposable

household income and seasonal consumer spending. Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer products in the marketplace. Risks Related to the Business Services Industry The Funds intend to invest in portfolio companies or projects in the business services industry, which is highly competitive with respect to price and quality of services, new product development, advertising levels and promotional initiatives, customer service, reputation, business location and attractiveness and maintenance of properties. If client preferences change, or certain portfolio companies or projects in which the Funds invest are unable to compete successfully with other business services companies in new and existing markets, their respective business could be adversely affected. Increased competition could have an adverse effect on the sales, profitability or development plans, which could harm the financial condition and operating results of portfolio companies or projects in which the Funds invest. In addition, labor is a primary operating cost component of most companies in the business services industry. Competition for qualified employees could also require the Funds’ portfolio companies to pay higher wages to attract a sufficient number of employees, which could adversely impact their profit margins. Additionally, the business services industry in general is subject to changing client trends, demands and preferences. Trends within the business services industry may change often, and failure to identify and react to changes in these trends could lead to, among other things, reduced demand and price reductions for the Funds’ portfolio companies and could have an adverse effect on their financial results. Leveraged Investments The Funds are generally authorized to make use of leverage by incurring (or having a portfolio company or intermediate entity incur) debt to finance all or a portion of its investment in a given portfolio company whether on a temporary or long-term basis, including in respect of companies not rated by credit agencies. As security for such borrowing or guarantees, a Fund is authorized to guarantee a portfolio company’s debt, issue letters of credit and/or grant liens on any of a Fund’s assets to the lender or other counterparty, which assets may not necessarily be limited to a single portfolio company. Such lender or other counterparty would, accordingly, have a claim that has priority over any claim by a limited partner of a Fund to such assets in an insolvency event or proceeding. A Fund is also permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable therefor, and in many situations, without receiving separate compensation for providing any guarantee or exposure to such liability. Co-investors are expected to receive the benefit of such guarantee, although as co-investors typically do not agree to participate in guaranty arrangements in negotiating to participate in a transaction, co-investors are not expected to bear a commensurate percentage of potential liability. Additionally, a Fund expects to borrow through a subscription-based credit facility (e.g., “subscription line”), which poses additional risks and potential conflicts of interest as further described below. A Fund also reserves the right to have a portfolio company incur leverage through the use of the Fund’s subscription line or otherwise to finance operations and/or add-on investments. Leverage generally magnifies both a Fund’s opportunities for gain and its risk of loss from a particular investment. While Fundlevel borrowings generally will be subject to limitations set forth in the Governing Documents and

interim in nature, asset- or intermediate entity-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage may remain outstanding. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast and at times it may be difficult to obtain or maintain the desired degree of leverage. The availability of leverage also is subject to governmental and regulatory oversight, and certain governmental bodies (including the U.S. Federal Reserve System, the U.S. Office of the Comptroller of the Currency and the U.S. Federal Deposit Insurance Corporation) may restrict or otherwise discourage lending that results in companies carrying large amounts of debt. The use of leverage by a Fund will also result in interest expense and other costs to the Fund that may not be covered by distributions made to the Fund or appreciation of its investments. The use of leverage by a portfolio company also often imposes restrictive financial and operating covenants on a portfolio company, in addition to the burden of debt service, and will potentially constrain and impair its ability to operate its business as desired and/or finance future operations and capital needs. In addition, the leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a portfolio company’s condition or its industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate or magnify declines in the value of the Fund’s investments in a leveraged portfolio company in a down market. These risks generally are expected to increase as interest rates rise, including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates than are available to the Fund. In the event any portfolio company cannot generate adequate cash flow to meet its debt service, the Fund may suffer a partial or total loss of capital invested in such portfolio company as well as any guaranteed amounts, which could adversely affect the returns of the relevant Fund. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a portion of a portfolio company, the Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts for such. Moreover, the companies in which a Fund will invest generally will not be rated by a credit rating agency. Except where otherwise required by the Governing Documents, the Fund will not be obligated to borrow on behalf of a portfolio company, even in circumstances where the Fund’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio company. If a portfolio company is unable to obtain favorable financing terms for its investments, refinance its indebtedness or maintain a desired or optimal amount of financial leverage, a Fund may hold a larger than expected equity investment in the portfolio company and may realize lower than expected returns from such portfolio company that would adversely affect the Fund’s ability to generate attractive investment returns for the Fund as a whole. Any failure by lenders to provide previously committed financing could also expose a Fund to potential claims by sellers of prospective portfolio companies that the Fund may have been contracted to purchase. A Fund generally is permitted to incur leverage on a joint and several basis with one or more other Funds and will potentially have a right of contribution, subrogation or reimbursement from or against such entities. However, it is possible that, if and when a Fund were to seek to enforce any such right, any such entity could default on its obligation and/or such right may otherwise be

unenforceable. Certain co-investors (including Capital Advisers, Special Consultants and other Service Providers) will not share in incurring such leverage, and related guarantees or the related costs and that the Fund will disproportionately bear the obligation, risk and/or costs of leverage arrangements. In addition, to the extent a Fund incurs leverage (or provides such guarantees), such amounts are permitted to be secured by the capital commitments of the relevant Fund’s investors and other Fund assets. The inability of a Fund to repay any leverage secured by the capital commitments of the Fund’s investors could enable a lender to issue a capital call directly to the Fund’s limited partners which would require each investors’ contributions to be made directly to the lenders instead of such Fund. Additionally, the incurrence of leverage (such as through the utilization of Net Asset Value Facilities (as defined below)) or certain guarantees by a Fund or a Flow-Through Entity (as defined below) in (or through) which a Fund invests may cause taxexempt limited partners to recognize “unrelated business taxable income” (“UBTI”) within the meaning of Section 512 of the U.S. Internal Revenue Code of 1986, as amended. Subscription Lines; Asset-Backed Facilities, Fund-Level Borrowing As indicated above, a Fund generally is permitted to enter into a subscription line with one or more lenders in order to finance its operations, including the acquisition, financing or refinancing of the Fund’s investments and the payments of expenses, as well as to consolidate or make less frequent capital calls to limited partners. A Fund also potentially will seek to enter into one or more other types of revolving credit facilities (the collateral for which can be, for example, one or more assets of the Fund, i.e., asset-backed facilities). Fund-level borrowing (including debt resulting from asset-backed facilities) subjects limited partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges or charges of a general partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital directly to the relevant Fund’s lenders and/or contribute capital on an accelerated basis if the Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against the Fund would likely be subordinate to a Fund’s obligations to a subscription line’s creditors. With respect to any asset-backed facility entered into by a Fund (or an affiliate thereof), a decrease in the market value of the Fund’s investments would increase the effective amount of leverage and could result in the possibility of a violation of certain financial covenants pursuant to which a Fund must either repay the borrowed funds to the lender, which could, subject to any limitations set forth in the Governing Documents require investors to make additional capital contributions in respect of such borrowings, or suffer foreclosure or forced liquidation of the pledged or charged assets. Liquidation of a Fund’s investments at an inopportune time in order to satisfy such financial covenants could adversely impact the performance of the Fund and could, if the value of its investments had declined significantly, cause the relevant Fund to lose all or a substantial amount of its capital. Moreover, if additional capital contributions were required to satisfy such financial covenants, this would effectively reduce the amount of capital available for other investments and could adversely affect the diversification of the Fund’s portfolio. In the event of a sudden, precipitous drop in the value of a Fund’s assets, the Fund might not be able to dispose of assets quickly enough to pay off its debt resulting in a foreclosure or other total loss of some or all of the pledged or charged assets. Risks may increase due to the nature of a Fund’s underlying portfolio investments, concentration, expected volatility and other factors. For example, because a Fund’s

portfolio investments could include publicly traded securities, the value of such investments can be more volatile in times of market disruptions or other unpredictable events, which has the effect of potentially magnifying these risks. In addition, Fund-level borrowing will result in additional partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, including amendment fees as well as legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility (and any amendments or renegotiation thereof), as well as expenses relating to maintaining, renegotiating, refinancing, amending or terminating the facility. Because a subscription line’s interest rate is typically based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the Governing Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the relevant Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns. Calculations of certain performance in respect of a Fund as used in marketing and reported to limited partners from time to time are generally based on the payment date of capital contributions received from limited partners and not the date of an investment by the Fund. This treatment also applies in instances where a Fund utilizes borrowings under the Fund’s subscription line in advance of receiving capital contributions from limited partners to repay any such borrowings and related interest expense. Conflicts of interest have the potential to arise in that the use of a subscription line or other borrowing or guarantees generally will result in a higher reported performance than if the facility had not been utilized and instead such limited partners’ capital had been contributed at or prior to the inception of an investment, thereby resulting in benefits to a general partner and its affiliates such as increasing the likelihood that the preferred return component in the Fund’s carried interest arrangement will be met. A portfolio company financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances, the use of Fund-level borrowing can increase the base of a Fund’s Advisory Fee calculation, such as during periods where Advisory Fees are based in whole or in part on an acquisition cost that includes a borrowing component. Because Advisory Fees are incurred whether an investment is financed through capital calls or borrowings, and a Fund’s preferred return typically does not accrue on outstanding borrowings, the relevant general partner has an incentive to cause the Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Fund-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Fund’s investment period, and cause or defer a related change in the basis of the relevant Fund’s Advisory Fee calculation under the Governing Documents. Conflicts of interest also have the potential to arise to the extent that a financing is used to make an investment that is later sold in part to co-investors (including one or more co-investing Funds (as defined below)) as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing, and neither the relevant Fund nor investors generally will be

compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility typically contains other terms that restrict the activities of a Fund and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the relevant general partner’s ability to consent to the direct or indirect transfer of a limited partner’s interest in a Fund or impose concentration or other limits on a Fund’s investments (and/or financial or other covenants that could affect the implementation of the Fund’s investment strategy). In addition, in order to secure a subscription line, a general partner is often required to request certain financial information and other documentation from limited partners to share with lenders. The Adviser will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. In certain circumstances, due to separate evaluations of creditworthiness by lenders or credit facility providers, a portfolio company or other Fund subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Fund, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Fund subsidiary. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a Fund to make investments and pay expenses without calling capital, potentially for extended periods of time. To the extent provided in the Governing Documents, any such borrowing may remain outstanding for such time as a general partner deems appropriate, potentially including through disposition of such investment, and the interest expense and other costs of any such borrowings will be Fund expenses that may decrease net returns of a Fund. Calling a large amount of capital at once to repay the then-current amount outstanding under a subscription line could cause short-term liquidity concerns for limited partners that would not arise had the relevant general partner called smaller amounts of capital incrementally over time as needed by a Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. The Adviser is authorized to use Fund-level borrowing to pay Advisory Fees and to reimburse HGGC for expenses incurred on behalf of the relevant Fund. A Fund is also permitted to utilize fund-level borrowings when a general partner expects to repay the amount outstanding through means other than limited partner capital, including as a bridge for equity or debt capital with respect to an investment. If a Fund ultimately is unable to repay the borrowings through those other means, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. For purposes of distributions by a Fund, subject to the Governing Documents, limited partners would not receive a preferred return accrual on the amount invested by the relevant Fund until such time as capital may be called from limited partners in respect of the investment. If an investment appreciates in value and is disposed of prior to repayment of the borrowing, the disposition proceeds would be applied to repay the borrowing (and related interest and expenses), and the net proceeds would be distributed without a preferred return accrual on the amount invested by the Fund (due to the absence of invested capital funded by limited partners prior to the

determination of carried interest distributions). Accordingly, borrowings by a Fund may support the distribution of proceeds to limited partners and increase the potential carried interest for the relevant general partner; however, the interest incurred by the relevant Fund due to such borrowing would reduce such distributions and the carried interest received by the general partner. If an investment acquired with proceeds of such borrowing loses value, limited partners may be subject to capital calls to fund that loss as a Fund expense by repaying the credit facility, including related interest and expenses. Subject to the limitations in the Governing Documents, if any, this conflict of interest may incentivize the relevant general partner to permanently fund the acquisition and ongoing capital needs of investments of a Fund and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never if principal and interest on such borrowings are repaid out of disposition proceeds). Investment- and Intermediate Entity-Level Borrowing Under the Governing Documents, certain Funds are authorized to incur indebtedness that is secured by any assets of the Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value facilities (“Net Asset Value Facilities”)), and are permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness is permitted to be incurred for any purpose relating to the activities of a Fund, including without limitation to: finance any investment-related activities of the Fund; increase the buying power of the Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of Advisory Fees or other amounts; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Further, the Funds are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Fund’s financing facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the obligations, risk and/or cost of such financing, or the guarantees or other credit support the relevant Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Although in many cases the Governing Documents impose limits on borrowings at the Fund level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. Bridge Financing

The Funds expect to provide Bridge Financing to facilitate portfolio company investments. It is possible that all or a portion of a Bridge Financing will not be recouped within the time period specified in the Governing Documents, in which case the investment would be treated as a permanent investment of the relevant Fund. As a result, the Fund’s portfolio could become more concentrated with respect to such investment than initially expected or otherwise provided for under the Fund’s investment limitations, certain of which exclude Bridge Financing investments. Such Bridge Financings may be structured as loans to portfolio companies on a short-term, unsecured basis or as an acquisition on an interim basis equity or other interests of portfolio companies in anticipation of a future issuance of equity or long-term debt interests or other refinancing or syndication (including for co-investments, including to co-investors investing through a Fund-controlled and/or managed investment vehicle). Any such investment may include interests that a general partner may not have caused the Fund to acquire on a stand‐alone basis (including, without limitation, because the risk/return profile or other characteristics of such interests may not be desirable or appropriate for the Fund), and a general partner may seek to reduce the Fund’s exposure to such interests through disposition, refinancing, co‐investment or another transaction. In these situations, the relevant Fund’s strategy may depend, in part, on its ability to sell, refinance or otherwise reduce its exposure to such investments after initially agreeing to consummate them. However, for reasons not always in a Fund’s control, such issuance of long-term interests or other refinancing or syndication may not occur, and such bridge loans and interim acquisitions may remain outstanding. Moreover, there can be no assurance in such instances that the terms of any such transaction will be attractive, including because there may not be sufficient interest in the interests, or limited partners or third parties may not accept all or a portion of the amount offered for co-investment. If a Fund is unable to complete such an anticipated transaction, its investments will be less diversified than they otherwise may have been, and the Fund may have greater exposure to certain investments, regions and sub-sectors than intended or desired, including to interests that the relevant general partner would not have acquired on a stand-alone basis or to an investment that exceeds the amount that is permitted to be invested in a single investment that does not involve such Bridge Financings. In addition, to the extent that a Fund is unable to successfully complete a disposition, refinancing, co-investment or other transaction relating to such bridge loans and interim investments, it may incur broken-deal and related costs associated with the pursuit of such transaction. Any such loan or interim investment made by a Fund involves the risk of loss of the entire amount of such loan or interim investment. Generally, in the case of a Fund reducing an investment involving Bridge Financings (including through disposition or co-investment), such transaction will be completed at a price negotiated by a general partner and the purchaser taking into account the then-relevant facts and circumstances, which may include the relevant Fund’s cost of such investment (and an allocable portion of costs and expenses) and other market events and forces. There can be no assurance that such transaction price will be equal to or more than a Fund’s cost of such investment or that it will necessarily or accurately reflect the then-fair value of such investment, all costs and expenses associated therewith, or any interest or other carrying cost that would typically be associated with a loan. In addition, with respect to the making of any such Bridge Financings in the form of loans, a Fund may be subject to various laws and regulations applicable to lenders, and the holding of such loans could potentially subject the relevant Fund to

various “lender liability” risks. In such event, the interest rate on such loans or the terms of such interim investments may not adequately reflect the risk associated with the position taken by the Fund. Risks in Effecting Operating Improvements In some cases, the success of a Fund’s investment strategy will depend, in part, on the ability of a Fund to effect improvements in the operations of a portfolio company. The activity of identifying and implementing operating improvements at portfolio companies entails a high degree of uncertainty. In addition, executing operational improvements has the potential to divert the attention of key personnel and disrupt normal business. There can be no assurance that a Fund will be able to successfully identify and implement such improvements or that any such successfully implemented improvements will result in a return on invested capital with respect to such portfolio company. Risks Relating to Due Diligence of and Conduct at Portfolio Companies; Expedited Transactions Before making an investment, a general partner generally will conduct such due diligence as it deems reasonable and appropriate based on the known facts and circumstances applicable to such investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, technical, environmental, regulatory and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties are expected, from time to time, to be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto, and a general partner generally will rely on the advice received from such third parties. Such involvement of third-party advisors or consultants presents a number of risks primarily relating to a general partner’s reduced control of the functions that are outsourced. In addition, if a general partner is unable to timely engage third party providers, its ability to evaluate and acquire more complex targets could be adversely affected. Investment analyses and decisions by the relevant general partner will often be undertaken on an expedited basis in order for the Fund to compete for investment opportunities and/or consummate investments. In such cases, the information available to a general partner at the time of an investment decision may be limited, and the relevant general partner may not have access to the detailed information necessary for a full evaluation of an investment opportunity. The due diligence investigation carried out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in an investment being successful or even ensure a return on invested capital. Deterioration of Credit Markets May Affect Ability to Finance and Consummate Investments In the event that the global credit markets deteriorate and it becomes more difficult for investment funds such as a Fund to obtain favorable financing for investments, the Fund’s ability to generate attractive investment returns may be adversely affected to the extent the relevant Fund is unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S.

and global economies. Such marketplace events also may restrict the ability of the Fund to realize its investments at favorable times or for favorable prices. Adequacy and Availability of Insurance While a Fund is authorized to make investments where insurance and other risk management products are, to the extent available on commercially reasonable terms, utilized to mitigate the potential loss resulting from catastrophic events and other risks customarily covered by insurance, such coverage may not always be practicable or feasible. Moreover, it will not be possible to insure against all such risks, and any insurance proceeds from covered risks may be inadequate to completely or even partially cover a loss of revenues (e.g., business interruption insurance may not provide any or adequate coverage relating to shutdowns caused by pandemic health emergencies), an increase in operating and maintenance expenses and/or any necessary replacement or rehabilitation, as applicable. Certain losses of a catastrophic nature (i.e., those caused by force majeure and other certain events) may be either uninsurable or insurable at such high rates as to adversely impact a Fund’s profitability if such insurance were obtained. In addition, the availability of adequate insurance (including general partner liability and directors and officers policies) are subject to market factors and recent trends have increased both the cost of (in some cases substantially) and the difficulty of obtaining such policies, which trend may continue depending upon various market conditions. Investments in Lower Middle-Market Companies Investment in private, lower middle-market companies involves a number of significant risks. Generally, little public information exists about these companies, and a Fund will rely on a general partner’s and its affiliates’ ability to obtain, through its own diligence and/or through third party diligence, adequate information to evaluate the potential returns from investing in these companies. If a general partner is unable to discover all material information about these companies, a general partner may not make a fully informed investment decision, and a Fund may lose money on its investments. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, lower middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on one or more of the investments that a Fund holds and, in turn, on the Fund. Lower middlemarket companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. Investment in lower middlemarket companies therefore involves a high degree of business and financial risk, which can result in substantial losses and, accordingly, should be considered speculative. Terrorist Activities Terrorist activities, anti-terrorist efforts, armed conflicts involving the United States or its interests abroad and natural disasters may adversely affect the United States, its financial markets and global economies and could prevent the Fund(s) from meeting its investment objectives and other

obligations. The potential for future terrorist attacks, the national and international response to terrorist attacks, acts of war or hostility and natural disasters have created many economic and political uncertainties in the past and may do so in the future, which may adversely affect the United States and world financial markets and the Funds for the short or long-term in ways that cannot presently be predicted. Force Majeure Events Certain force majeure events (i.e., those events beyond the control of the party claiming that the event has occurred, including acts of God, fires, floods, earthquakes, war, acts of terrorism, labor strikes, pandemics, outbreaks of infectious diseases or any other serious public health concerns) may adversely affect the ability of HGGC, its affiliates, the Funds, their portfolio companies, counterparties of the foregoing or other persons or entities to perform their respective obligations. The cost of repairing or replacing assets damaged by a force majeure event could be considerable. In addition, repeated or prolonged service interruptions resulting from a force majeure event may result in a permanent loss of customers, substantial litigation or significant penalties for regulatory or contractual non-compliance, though in some cases, agreements may be terminable if a force majeure event is so catastrophic as to render it incapable of remedy within a reasonable, pre agreed time period. The occurrence of a force majeure event may, directly or indirectly, have a material adverse effect on the Funds and/or any of their portfolio companies. Competition for Investments The success of the Funds and their ability to generate acceptable rates of return will depend, in part, on their ability to identify and acquire the securities of attractive portfolio companies on favorable terms. The activity of identifying, buying and selling private funds investments is highly competitive, involves a high degree of uncertainty, and is subject in some cases to the prevailing capital market, regulatory or political environment. The Funds will encounter competition from other entities having similar investment objectives. Potential competitors include other investment partnerships and corporations, governments (including sovereign wealth funds), individuals, financial institutions, family offices, strategic industry acquirers and other financial investors, including hedge funds, publicly traded special purpose acquisition companies (a “SPAC” or “SPACs”) and other private equity funds, investing directly or through affiliates. Further, over the past several years, an ever-increasing number of private funds have been or are being formed, and many existing funds have grown in size. Additional funds with similar investment objectives are expected to be formed in the future by other unrelated parties. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, and more personnel than the general partners, the Funds and their affiliates. To the extent that a Fund cannot identify and execute on investments, returns to limited partners will be negatively affected. In addition, it is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified and consummated. In a highly competitive environment, valuations of potential target companies may rise to historically high levels. The Adviser expects that competition for appropriate investment opportunities may increase, which increases the likelihood that a Fund will need to participate in auctions, the outcome of which cannot be guaranteed, thus reducing the number of investment

opportunities available to the relevant Fund and/or adversely affecting the terms upon which portfolio investments can be made. Participating in auctions will also increase the pressure on a Fund with respect to pricing of a transaction. Furthermore, given the increasingly competitive environment, a general partner may find it more difficult to obtain buyer-favorable terms in a transaction, such as receiving an indemnification by the seller for a breach of representations or warranties, the ability to terminate a transaction if financing sources become unavailable or unwilling to fund, or the ability to terminate a transaction if there has been a material adverse change in the company’s business prior to closing of the investment. In addition, competitors for investment opportunities may be willing to offer seller-favorable terms in a transaction, such as providing a “reverse break-up fee” and fund-level guarantees. In the event a financing-related closing condition is not available to a Fund or if a Fund is required to provide a reverse break-up fee or guarantee in connection with a potential investment, such Fund may become obligated to consummate a transaction on less favorable terms or may be required to fund the reverse break-up or similar fee in connection with a potential investment that is not made. There can be no assurance that a Fund will be able to locate, complete and exit investments which satisfy the Fund’s rate of return objectives, or realize upon their values, or that it will be able to invest fully its committed capital. To the extent that a Fund encounters competition for investments, returns to limited partners may decrease including as a result of higher pricing, foregoing opportunities, or negotiating fewer transactional protections in order to remain competitive. Additionally, a Fund is expected to incur bid, due diligence, negotiating, consulting or other costs of investments, which may not be successful. As a result, such Fund may not recover all of its costs, which adversely affects returns. Concentration of Investments The Funds generally are authorized to participate in a limited number of investments and may seek to make several investments in one industry or one industry sector or within a short period of time. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect its aggregate return. Furthermore, to the extent that the capital raised by a Fund is less than the targeted amount or a Fund requires an extended period of time to raise such capital commitments, such Fund may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Fund will likely invest in fewer portfolio companies and/or decline certain investment opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Fund’s organizational expenses could be higher if its fundraising period continues for an extended period. In circumstances where the Adviser intends to refinance all or a portion of the capital invested in a transaction, there will be a risk that such refinancing may not be completed, which could lead to increased risk as a result of a Fund having an unintended long-term investment as to a portion of the amount invested and/or reduced diversification. Financial Market Fluctuations General fluctuations in the market prices of securities and economic conditions generally, particularly of the type experienced in the most recent financial crisis, may reduce the availability

of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments and the value of the Funds’ investments. Instability in the securities markets and economic conditions generally (including a slow-down in economic growth and/or changes in interest rates or foreign exchange rates) may also increase the risks inherent in the Funds’ investments and could have a negative impact on the performance and/or valuation of the portfolio companies. The capital markets have experienced volatility, and the ability of companies to obtain financing for ongoing operations or expansions may be severely hampered by limited or costly credit markets or financial turmoil. Moreover, it remains unknown whether governmental measures undertaken in response to such turmoil (whether regulatory or financial in nature) will have a positive or negative effect on market conditions. There can be no assurance that the market will remain liquid, and it may well experience future volatility. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. In the past, many private equity funds have looked to the public securities markets as a potential exit strategy, and there can be no assurance that the Funds will be able to exit from their investments in portfolio companies by listing their shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable a Fund to sell these securities when the Adviser believes it is most advantageous to do so or without adversely affecting the portfolio company’s value. Renewed volatility in the financial sector may have an adverse material effect on the ability of the Funds to buy, sell and partially dispose of their portfolio company investments. The Funds may be adversely affected to the extent that they seek to dispose of any of their portfolio investments into an illiquid or volatile market, and a Fund may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high yield debt market or otherwise, which may become more volatile. Uncertain Economic, Social and Political Environment Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises, virus or disease epidemics or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, which increases 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 the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Fund’s portfolio companies. Public Health Emergencies Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic

market disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Funds. The ultimate impact of any such health emergency, and any resulting decline in economic and commercial activity, on global economic conditions, and on the operations, financial conditions and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Funds. The extent of the impact on the Funds’ and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Funds to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Funds intend to pursue, all of which could adversely affect the Funds’ ability to fulfill their investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Funds, their portfolio companies, HGGC and their respective affiliates may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices and diminishing their ability to make accurate and timely projections of financial performance. Dynamic Investment Strategy While a Fund generally intends to seek attractive returns primarily through making controloriented equity investments in middle market businesses as described herein, a Fund is permitted to pursue additional investment strategies and potentially will modify or depart from its initial investment strategy, investment process and investment techniques as it determines appropriate. A Fund is permitted to pursue investments outside of the industries and sectors in which the principals of the Adviser have previously made investments or have internal operational experience. Long-Term Nature of Portfolio Investments It is anticipated there will be a significant period of time (several years) before a given Fund completes its investment program. Investments typically take from three to seven years or longer from the date of initial investment to reach a state of maturity when realization of the investment can be achieved. Transaction structures may not provide liquidity for a Fund’s investment prior to

that time. In light of the foregoing, it is likely that no significant return from the disposition of a Fund’s investments will occur for a significant period of time after the first closing of the Fund. Illiquidity; Lack of Current Distributions An investment in the Funds should be viewed as illiquid. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments, if any, are realized. The Funds’ ability to dispose of investments may be limited for several reasons. Illiquidity may result from the absence of an established market for the investments, as well as legal, contractual or other restrictions on their resale by the Funds. Dispositions of investments may be subject to contractual and other limitations on transfer or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof. In addition, the ability to exit an investment through the public markets will depend upon favorable market conditions, including receptiveness to initial or secondary public offerings for the companies in which the Funds invest and an active mergers and acquisitions (or recapitalizations and reorganizations) market, among other factors. Public offering, merger and acquisition and recapitalization and reorganization opportunities may be limited or non-existent for extended periods of time, whether due to economic, regulatory or other factors. In view of these limitations on liquidity, the Funds generally will not be able to return capital or realize gains, if any, on an investment in a privately held entity until the partial or complete disposition of such entity. While an investment may be disposed of at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating the Funds (including the Advisory Fees payable to the general partners) may exceed its income, thereby requiring that the difference be paid from a Fund’s capital, including, without limitation, unfunded commitments. Investments in High-Growth Potential and Early-Stage Businesses. The Funds are authorized to target, on a selective basis, investments in businesses with high-growth potential. While such highgrowth potential investments offer the opportunity for significant capital gains, such investments may involve a higher degree of business and financial risk that can result in substantial or total loss. High-growth potential portfolio companies may operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources. High-growth potential portfolio companies may face intense competition, including from companies with greater financial resources. Moreover, the companies in which the Funds will invest generally will not be rated by a credit rating agency. Additionally, the Funds will make, on a selective basis, investments in early-stage companies that have inherently greater risk than more established businesses. Accordingly, the growth of these companies may require significant time and effort resulting in a longer investment horizon than can be expected with lower risk investment alternatives. Such investments can experience failure or substantial declines in value at any stage. There is no assurance that such investments by the Funds will be successful. Toehold Investments

A Fund may accumulate minority positions in the securities of potential portfolio companies, including public companies. While the Adviser may seek to achieve such accumulation through investments such as open market purchases, registered tender offers, negotiated transactions or private placements, a Fund may be unable to accumulate a sufficiently large position in a target company to execute its strategy. Moreover, such Fund may otherwise be unsuccessful in executing its strategy or may forego further implementation of its strategy. The ability of a Fund to acquire a public company in a “take private” transaction is subject to various risks, including leaked information that leads to competition from other buyers, inability to obtain board approvals, shareholder activism, “go shop” terms, stock price volatility, regulatory approvals and other risks. Therefore, the Fund potentially will incur significant expenses in pursuing such transactions which may not be consummated or may be consummated on less favorable terms than originally anticipated. In addition, such Fund may dispose of its position in the target company at an inopportune time, and there can be no assurance that the price at which such Fund can sell such securities will not have declined since the time of acquisition. This may be exacerbated by the fact that (i) securities of the companies that such Fund may target may be thinly traded, (ii) such Fund’s position may nevertheless have been substantial, (iii) speculation following such Fund’s investment may increase the securities’ price and (iv) such Fund’s disposal may depress the market price for such securities, all of which will increase the risk of loss. Also, if an investment is in publicly listed securities, certain filings may be required under the U.S. Securities Exchange Act of 1934, as amended, in respect of such toehold investment, including, without limitation, Form 3, Form 4, Form 13F, Form 13H, Schedule 13D filings and Schedule 13G filings. In addition, filings under the Hart-Scott Rodino Act may be required, as well as other filings with regulatory agencies, if the investment is in a company that is in a regulated industry. Certain of these regulatory filing obligations could delay, impede or prevent a Fund from executing its investment strategy or require advance disclosure of such Fund’s plans, proposals or intentions pertaining thereto, any of which could negatively impact such Fund’s investments or investment opportunities. Limited Access to Information; Confidentiality. Limited partners’ rights to information regarding a Fund, the relevant general partner or the Adviser generally will be specified, and in many cases strictly limited, by the Governing Documents. In particular, it is anticipated that the general partner and its affiliates will obtain certain types of material information from or relating to a Fund’s investments that will not be disclosed to limited partners because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of the Adviser’s control. Decisions by HGGC or its affiliates to withhold information may have adverse consequences for limited partners in a variety of circumstances. For example, a limited partner that seeks to transfer its interest in a Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for a limited partner to monitor HGGC and its performance. Additionally, it is anticipated that limited partners that designate representatives to participate on a Fund’s advisory committee generally will, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other limited partners. Limited partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and HGGC reserves the right to withhold certain information from investors subject to such laws for reasons relating to HGGC’s public reputation, business strategy or other reasons.

Notwithstanding the foregoing, or the provision of any Fund’s Governing Documents, HGGC will not as a matter of policy interpret any Fund’s confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has made such reports or disclosures. Material, Non-Public Information (“MNPI”) As a result of the operations of the Adviser and its affiliates, as well as in connection with officerships or directorships of the Adviser personnel, the Adviser frequently comes into possession of confidential information or MNPI. The Adviser and its affiliates may have access to MNPI that may be relevant to an investment decision to be made by a Fund, and a Fund may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or the Adviser’s internal policies and practices. Sanctions Compliance Considerations Economic sanctions laws in the United States and other jurisdictions have the potential to prohibit or otherwise restrict the Adviser, the Funds, their portfolio companies and their respective officers, directors and employees from engaging in transactions in or relating to certain countries and relating to certain individuals and entities. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and U.S. Department of State administer and enforce laws and executive orders and regulations establishing U.S. economic and trade sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign jurisdictions, territories, entities, vessels, aircraft, and individuals. These persons and entities include specially designated nationals and other persons and entities targeted by OFAC sanctions programs. The lists of OFAC restricted countries, territories, persons and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended from time to time, can be found on the OFAC website at www.treas.gov/ofac. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain jurisdictions regardless of whether such individuals or entities appear on the lists of restricted persons maintained by OFAC. Export restrictions enforced by the United States prohibit certain additional transactions with certain non-U.S. persons and entities. These types of sanctions and similar laws and regulations in non-U.S. jurisdictions have the potential to significantly restrict the Funds’ direct or indirect investment activities in certain jurisdictions. Sanctions and export control restrictions change from time to time with little warning and could require the Adviser, the Funds or their portfolio companies to unwind or terminate business relationships, potentially on commercially unfavorable terms. The economic sanctions and related laws of different jurisdictions in which the Funds make investments also may conflict with one another, such that compliance with all applicable laws may be difficult. Failure by the Adviser, the Funds or any of the Funds’ portfolio companies to comply with relevant sanctions and export restrictions could have serious legal and reputational consequences, including civil and criminal penalties. Sanctioned Investors

If after subscribing to a Fund a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including the United States Department of the Treasury’s Office of Foreign Assets Control or equivalent non-U.S. authorities) (a “Sanctions List”), the relevant general partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Fund with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant limited partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Fund’s activities, could materially and adversely affect the Funds. CFIUS and National Security Clearance Considerations Certain investments by a Fund that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership and control of interests in the Fund and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure” and “critical technology” companies, including investments involving non-U.S. limited partners or co-investors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Fund could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations. Any review and approval of a Fund investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of the Fund’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Fund will be able to proceed with, or maintain, such investments on terms acceptable to the Fund. Such limitations or restrictions could adversely affect a Fund’s performance with respect to such investments (if consummated) and thus the Fund’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Fund investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Fund’s commitments, which increases the risk that Fund investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Fund due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the general partner is permitted to

restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Fund to maintain, or proceed with, any investment on terms acceptable to the Fund. Additionally, a Fund is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connections with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Fund as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar nonU.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Fund to recognize value from exits and/or making exit transactions more difficult. Need for Follow-On Investments Following its initial investment in a given portfolio company, the Adviser is permitted to provide additional funds to such portfolio company or consider the opportunity to increase its investment in a portfolio company, whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons. There can be no assurance that any Fund will make follow-on investments or that any Fund will have sufficient funds to make all or any of such investments. Any decision by a Fund not to make follow-on investments or its inability to make such investments may have a substantial negative impact on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made), which may result in a lost opportunity for such Fund to increase its participation in a successful operation or the dilution of the relevant Fund’s ownership in a portfolio company if a third party or co-investor is permitted to invest. Projections Projected operating results of a company in which a Fund invests normally will be based primarily on financial projections prepared by such company’s management, with adjustments to such projections made by the Adviser in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the company and third parties and assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material effect on the reliability of projections. Hedging Arrangements

A general partner is authorized (but not obligated) to endeavor to manage the relevant Fund’s or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. The Funds are permitted to incur costs related to such hedging arrangements, which are permitted to be undertaken in exchange-traded or over the counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In some cases, particularly in OTC contexts, hedging arrangements will subject a Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Fund to additional liquidity risks. Certain hedging arrangements may create for a general partner and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (the “CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Fund or a portfolio company to hedge its exposures becomes limited by such requirements. Additionally, the tax rules applicable to hedging arrangements are complicated and could lead to incremental tax exposure even where an effective hedge is available. Derivatives are financial instruments that have a value that depends upon, or is derived from, the value of one or more underliers, such as securities, pools of securities, indexes or currencies. Gains or losses involving derivative instruments may be substantial, particularly where they are used to achieve a leveraged return with respect to the underlier. Derivative instruments in which a Fund invests may expose a Fund to risks, including counterparty credit risk, leverage risk, hedging risk, correlation risk, liquidity risk, funding risk, operational risk and legal and documentation risk. A Fund may use both exchange-traded and OTC derivatives. OTC derivatives are bilateral arrangements where the counterparty to a Fund will generally be a financial institution, and a Fund will be exposed to credit and operational risks of its counterparty. For derivatives that are traded on an exchange or cleared through a clearinghouse, a Fund will be exposed to the credit and operational risks of both the exchange or clearinghouse as well as the broker/clearing member that acts as an intermediary between a Fund and the exchange or clearinghouse. Derivatives markets are now subject to extensive regulation in a number of jurisdictions, which is continuing to be implemented. Regulatory obligations applicable to parties to derivative contracts include the mandatory clearing of certain classes of OTC derivative contracts and mandatory collateral exchange for certain uncleared derivatives as well as reporting requirements and other transparency obligations. The cost to parties of complying with such regulations may increase the costs of derivative transactions to a Fund and may reduce liquidity in the derivatives markets. The increased costs may affect the performance of a Fund and therefore the return to investors. Unfunded Pension Liabilities of Portfolio Companies

In at least one circuit, a court found that, in certain circumstances, an investment fund could be treated as a “trade or business” for purposes of determining pension liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Therefore, where an investment fund owns 80% or more (or, possibly, under certain circumstances less than 80%) of a portfolio company, such fund (and any other 80%-owned portfolio companies of such fund) might be found liable for certain pension liabilities of such a portfolio company to the extent the portfolio company is unable to satisfy such liabilities. A Fund is permitted to invest in a portfolio company that has unfunded pension fund liabilities, including structuring the investment in a manner where the Fund owns an 80% or greater interest in such a portfolio company. If a Fund (or other 80%-owned portfolio companies of the Fund) were deemed to be liable for such pension liabilities, this could have a material adverse effect on the operations of the Fund and the companies in which the Fund invests. Reliance on General Partners and the Adviser Control over the operation of the Funds, including decisions with respect to structuring, negotiating, purchasing, financing and divesting investments, will be vested with the relevant general partner and Adviser, and limited partners generally have no right or power to take part in the management of the Funds. Consequently, limited partners will be relying on the ability of the relevant general partner and Adviser to locate and evaluate the investments to be made by the Fund. The success of the Funds will depend in large part on the skill and expertise of the Adviser’s investment professionals and other personnel. There can be no assurance that such personnel will continue to be associated with or remain in the same roles at the Adviser, and a loss of the services of any such personnel for any reason and for any period of time could impair the Adviser’s ability to implement its investment program or avoid losses. In light of ever increasing competition among alternative asset firms, financial institutions, fund sponsors and other industry participants (including portfolio companies) for hiring and retaining qualified personnel, there can be no assurance that any personnel will continue to be associated with, or remain in the same roles, at the Adviser. Contingent Liabilities on Disposition of Portfolio Investments In connection with the disposition of an investment in a portfolio company, the Funds often are required to make (and/or be responsible for another person’s or entity’s breach of) certain representations and warranties (e.g., about the business and financial affairs of such company, the condition of its assets, and the extent of its liabilities, in each case generally in the nature of representations and warranties typically made in connection with the sale of similar businesses) and be responsible for the content of certain disclosures under applicable securities laws. The Funds and the Adviser also generally expect to be required to indemnify the purchasers or underwriters of such investment to the extent that any such representations are inaccurate. Such arrangements have the potential to result in contingent liabilities, which would be borne by the Fund(s) and, ultimately, the limited partners. In such a situation, a general partner reserves the right to require limited partners to return distributions received by them to pay such indemnification obligations, subject to certain limitations provided in the applicable Partnership Agreement. Furthermore, under the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”), each limited partner that receives a distribution in violation of the Delaware Act

will, under certain circumstances, be obligated to re contribute such distribution to the applicable Fund. Adverse Consequences of Ownership of Controlling Interest in Portfolio Companies It is expected that the Funds will often own a controlling percentage of the common equity of portfolio companies which, depending upon the amount of equity owned by the Funds, contractual arrangements between the company and the Funds and other relevant factual circumstances, could result in an extension to one year of the 90-day bankruptcy preference period with respect to payments made to the Funds. In addition, because of its equity ownership, representation on the board of directors and/or contractual rights, the Funds may often be thought to control, participate in the management of or influence the conduct of portfolio companies. This could expose the assets of the Funds to claims by a portfolio company, its other security holders, its creditors or governmental agencies. Conflicting Interests of Limited Partners Limited partners can be expected to have conflicting investment, tax, and other interests with respect to their investments in the Funds, including conflicts relating to the structuring and timing of investment acquisitions and dispositions. Conflicts will potentially arise in connection with decisions made by a general partner regarding investments that will potentially be more beneficial to certain limited partners than to others, especially with respect to tax matters. In structuring, acquiring and disposing of investments, a general partner generally will consider the investment, tax and other relevant objectives of the Funds and the limited partners as a whole, rather than the investment, tax or other objectives of any limited partner individually. Additionally, a general partner is authorized to elect to exclude certain limited partners from particular investments for legal, tax, regulatory, accounting or other reasons applicable to any such investment, in which case non-excluded limited partners will be allocated a greater proportionate interest in such investment. It is also possible that a Fund or the portfolio companies will be counterparties or participants in agreements, transactions, or other arrangements with a limited partner or an affiliate of a limited partner. Such transactions have the potential to include agreements to pay performance fees to service providers affiliated with limited partners in connection with the investment therein, which will reduce the Fund’s returns and will not necessarily be subordinated to the return of the limited partner’s capital contributions. Such limited partners described in the previous sentences may therefore have different information about the general partner and the Fund than limited partners not similarly positioned. In addition, potential conflicts of interest will arise in dealing with any such limited partners, and a general partner and its affiliates will not always be motivated to act solely in accordance with its interest relating to the Fund. Similarly, not all limited partners monitor their investments in vehicles such as the Funds in the same manner. For example, certain limited partners may periodically request from a general partner information regarding the relevant Fund and its investments that is not otherwise set forth (or has yet to be set forth) in the reporting and other information required to be delivered to all limited partners. In such circumstances, a general partner is permitted to provide such information to such limited partner, which does not mean a general partner will be obligated to affirmatively provide such information to all limited partners (although a general partner will generally provide the same information upon request and treat limited partners equally in that regard). As a result, certain limited partners may have more

information about a Fund than other limited partners, and a general partner will have no duty to ensure all limited partners seek, obtain or process the same information regarding the Fund and/or its investments. Failure to Achieve Investment Objectives There can be no assurance that the Funds will be able to achieve their targeted returns or achieve their investment objectives. Any given investment made by the Funds may prove to be worthless. Investors in the Funds should be able to absorb a loss of some or all of the capital invested in the Funds. Valuation of Investments Generally, the relevant general partner will determine the value of all the related Fund’s investments for which market quotations are available based on publicly available quotations. However, market quotations will not be available for virtually all of a Fund’s investments because, among other things, the securities of portfolio companies held by such Fund generally will be illiquid and not quoted on any exchange. Each general partner will determine the value of all the related Fund’s investments that are not readily marketable based on ASC 820 guidelines as promulgated by the Financial Accounting Standards Board and any subsequent valuation guidelines required of an investment fund reporting under generally accepted accounting principles as promulgated in the United States. There can be no assurance that the relevant general partner will have all the information necessary to make valuation decisions in respect of these investments, or that any information provided by third parties on which such decisions are based will be correct. There can be no assurance that the valuation decision of a general partner with respect to an investment will represent the value realized by the relevant Fund on the eventual disposition of such investment or that would, in fact, be realized upon an immediate disposition of such investment on the date of its valuation. Accordingly, the valuation decisions made by such general partner may cause it to ineffectively manage the relevant Fund’s investment portfolios and risks and may also affect the diversification and management of such Fund’s portfolio of investments. Cybersecurity Risk Cyber-attacks and other malicious internet-based activity continue to increase in frequency and magnitude. Techniques used to sabotage, or to obtain unauthorized access to, systems or networks change frequently and generally are not recognized until launched against a target. Therefore, companies, as well as their third-party partners, may be unable to anticipate these techniques, react in a timely manner or implement adequate preventive measures. The general partners, the Adviser, the Funds’ service providers and the portfolio companies’ information and technology systems may be vulnerable to actual or perceived damage or interruption from computer viruses, infiltration by unauthorized persons and security breaches and other disruptive behavior including denial-ofservice attacks. Furthermore, a general partner, the Adviser, the Funds’ service providers and the portfolio companies may be vulnerable to actual or perceived usage errors by their respective professionals, network failures, computer and telecommunication failures, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes.

The general partners, the Adviser, the Funds’ portfolio companies, the Funds’ 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 Funds and the limited partners, despite efforts 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 the limited partners. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of the general partners, the Adviser, the Funds’ portfolio companies, the Funds’ service providers, counterparties or data within these systems, including through phishing or ransomware attacks. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of the general partners’ or the Adviser’s systems to disclose sensitive information in order to gain access to the general partners’ data or that of the Adviser or the limited partners (including limited partner account and wire instructions). Similarly, third parties may attempt to fraudulently issue capital call notices or other requests to limited partners that purport to come from a general partner or the Adviser and/or induce limited partners to disclose wire and account information. To the extent that a general partner, the Adviser, a Fund or a portfolio company is subject to a cyber-attack or other unauthorized access is gained to such entity’s systems, such entity would be subject to substantial losses in the form of stolen, lost or corrupted (i) customer data or payment information; (ii) customer or company financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade secrets; (v) loss of capital; or (vi) other items. In certain events, a 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 cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. If technology or security systems are compromised, become inoperable for extended periods of time or cease to function properly, the general partners, the Adviser, the Funds and/or the portfolio companies may incur specific 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 a general partner’s, the Adviser’s, a Fund’s and/or a portfolio company’s 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). Such a failure could harm a general partner’s, the Adviser’s, a Fund’s and/or a portfolio company’s reputation, subject any such entity and its respective affiliates to legal claims (from an individual or a governmental body) or otherwise affect their business and financial performance. In addition, a general partner’s, the Adviser’s, a Fund’s and/or a portfolio company’s insurance coverage may be insufficient to compensate any such entity and its respective affiliates for incurred liabilities. Privacy and Data Protection Law Compliance Risk The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations (“Privacy Laws”) in the United States, Europe and elsewhere could significantly impact current and planned privacy and information security related practices, the

collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of the Adviser, the Funds and/or their portfolio companies and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties or litigation which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for the Adviser, the Funds and/or their portfolio companies are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Various jurisdictions, including certain U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens and the potential for significant liability for regulated entities, which could include the Adviser, the Funds and/or their portfolio companies. Artificial Intelligence and Machine Learning Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to the Adviser, the Funds and the portfolio companies. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Funds invest, and any such changes could render the Adviser’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of the Adviser, the Funds and the portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect the Adviser, the Funds, the portfolio companies and their operations. Additionally, the Adviser, the Funds and the portfolio companies could be further exposed to the risks of AI Technologies if service providers, whether or not known to the Adviser, use AI Technologies in their business activities. The Adviser will not be able to control the use of AI Technologies in third-party products or services, including those provided by the Adviser’s and its affiliates’ service providers. Additionally, the Adviser and its personnel expect to use AI Technologies in connection with the Adviser’s own operations and its investment (including due diligence), reporting and other activities with respect to the Funds and their portfolio companies, and the costs of AI Technologies relating to the Funds and their activities, including service provider costs, will generally be borne by the Funds and/or their portfolio companies. AI Technologies are generally highly reliant on the collecting and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI Technologies use to operate. Certain data in AI Technologies potentially will contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of such AI Technologies. Even where AI Technologies are utilizing accurate data, they may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible

to modify such AI Technologies to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and/or performance of the Adviser, the Funds and/or the portfolio companies. In addition, use of AI Technologies poses various risks related to confidentiality, privacy and cybersecurity. Adviser personnel also could utilize AI Technologies in contravention of any policies, confidentiality agreements or applicable law. Any of such risks or misuse could have an adverse effect on the Adviser, the Funds and/or the portfolio companies. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on the Adviser, the Funds and the portfolio companies. Responsible Investing Matters The Adviser maintains a responsible investment policy (“RI Policy”) and seeks to integrate certain material environmental, social and governance (“ESG”) factors into its investment process in accordance with its RI Policy consistent with and subject to its fiduciary duty and any applicable legal, regulatory or contractual requirements. There is no guarantee that the Adviser will be able successfully to implement its RI Policy while achieving its investment strategy. The process of electing and evaluating material ESG factors is subjective by nature, and the Adviser expects to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There are significant differences in interpretations of what ESG characteristics, and their materiality, mean by region, industry and topic, as well as the interpretations of their scope and materiality. There is no guarantee that the criteria utilized by the Adviser, or any judgment exercised by the Adviser, will reflect the views, internal policies or preferred practices of any particular investor or other asset manager or reflect market trends. The Adviser’s RI Policy and associated ESG practices are expected to differ from others’ views. Although the Adviser views the integration of ESG factors to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, the Adviser cannot guarantee that its ESG program will positively impact the performance of any individual investment or Fund. The materiality of ESG factors depends on many factors, including the relevant industry, location, asset class and investment strategy. ESG factors, issues and considerations do not apply in every instance and will vary by Fund and investment. In addition, in evaluating an investment, the Adviser frequently depends upon information and data provided by a number of sources, including the relevant investments and/or various reporting sources, which could be incomplete or inaccurate, and which could cause the Adviser to incorrectly identify, prioritize, assess or analyze an investment’s ESG practices and/or related risks and opportunities. The Adviser does not independently verify all ESG information reported by investments or third parties. Further, considering ESG qualities when evaluating an investment could result in the selection or exclusion of certain investments based on the Adviser’s view of certain ESG-related and other factors and could cause the relevant Funds not to make an investment that they would have made or to make a management decision with respect to an investment differently than they would have made in the absence of the RI Policy and associated ESG practices, which carries risk that the

Adviser may perform differently that those advisors that do not take ESG factors into consideration. Additionally, the Adviser’s RI Policy, practices and procedures are expected to change over time. ESG integration and responsible investing practices as a whole are evolving rapidly, and there are different principles, frameworks, methodologies and tracking tools being implemented by asset managers. The Adviser’s adoption and adherence to various such principles, frameworks, methodologies and tools is expected to vary over time. There is also growing regulatory interest across jurisdictions in improving transparency regarding how asset managers identify and manage financially material ESG risks and adverse impacts, as well as how they define and measure ESG performance. Furthermore, the Adviser and its Funds and investments could become subject to disclosure laws and regulations related to a range of sustainability matters, or requiring due diligence processes and internal compliance systems in relation to ESG factors including human rights and environmental matters. At the same time, “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation or initiatives or issued related legal opinions. The Adviser cannot predict the manner in which any such future requirements (including any enforcement with respect thereto) could affect a Fund or its investments, including with respect to future administrative burdens and costs or how these future requirements could affect a Fund or its investments. This evolving landscape results in management burdens and costs and could subject the Adviser to enforcement or other legal or reputational risks. The Adviser cannot guarantee that its current approach to ESG, including its RI Policy, will meet future regulatory requirements or align with market trends. Weather and Climate Risk Global climate change is widely considered to be a significant threat to the global economy. Real assets in particular may face risks associated with climate change, including risks related to the impact of climate-related legislation and regulation (both domestically and internationally), risks related to climate-related business trends and risks stemming from the physical impacts of climate change, such as the increasing frequency or severity of extreme weather events and rising sea levels and temperatures. Additionally, the Paris Agreement and other regulatory and voluntary initiatives launched by international, federal, state and regional policymakers and regulatory authorities as well as private actors seeking to reduce GHG emissions may expose real assets to so-called “transition risks” in addition to physical risks, such as: (i) political and policy risks (e.g., changing regulatory incentives and legal requirements, including with respect to GHG emissions, that could result in increased costs or changes in business operations), (ii) regulatory and litigation risks (e.g., changing legal requirements that could result in increased permitting, tax and compliance costs, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to impacts related to climate change), (iii) technology and market risks (e.g., declining market for assets, products and services seen as GHG intensive or less effective than alternatives in reducing GHG emissions) and (iv) reputational risks (e.g., risks tied to changing investor, customer or community perceptions of an asset’s relative contribution to GHG emissions). The general partners cannot rule out the possibility that climate risks, including changes in weather and climate patterns, could result in unanticipated delays or expenses and, under certain circumstances, could prevent completion of investment activities or

the effective management of real assets once undertaken, any of which could have a material adverse effect on an investment or the Funds. The United Kingdom’s (the “UK”) Exit from the European Union (the “EU”) The UK formally withdrew from the EU on January 31, 2020 (“Brexit”). After this, the UK entered into a transition period during which the majority of the existing EU rules continued to apply in the UK. Following the end of the transition period, on December 31, 2020, EU rules ceased to apply in the UK. Although the terms of the UK’s future relationship with the EU were agreed in a trade and cooperation agreement signed on December 30, 2020, this agreement does not include an agreement on financial services. As a result, UK firms in the financial sector have more limited access to the EU market than prior to Brexit, and EU firms similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements and structures may allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future. As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to many of the same rules and regulations as prior to Brexit. However, the UK government has begun the process of revising certain portions of onshore EU legislation as part of UK financial services legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to diverge from the current EUinfluenced regime over time, either by actively legislating to replace onshored EU rules or by passively not implementing or mirroring EU legislative changes. It is possible that the EU may respond to UK initiatives by restricting third-country access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on any Fund and its investments, including the ability of a Fund to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions). The legal, political and economic uncertainty and disruption generally resulting from Brexit may adversely affect both EU- and UK-based businesses, including HGGC and portfolio companies, as applicable. Brexit has already led to disruptions in trade as businesses attempt to adapt crossborder procedures and rules applicable in the UK and in the EU to their activities, products, customers and suppliers. Continuing uncertainty and the prospect of further disruption may also result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States. Non-U.S. Investments A Fund is generally permitted to invest in portfolio companies that are organized and/or headquartered or have substantial sales or operations outside of the United States, its territories and possessions. Investments in non-U.S. securities or instruments involve certain factors not typically associated with investing in U.S. securities and instruments, including risks relating to (i) currency exchange matters (including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which a Fund’s non-U.S. investments may be

denominated (including risks associated with potentially rapid inflation) and costs associated with conversion of investment principal and income from one currency into another); (ii) exposure to fluctuations in interest rates payable with respect to the instruments in which a Fund invests; (iii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iv) differences between the U.S. and non-U.S. securities markets (including potential price volatility in, and relative illiquidity of, certain non-U.S. securities markets); (v) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and less or more government supervision and regulation; (vi) certain economic, social and political risks (including potential exchange control regulations, restrictions on non-U.S. investment and repatriation of capital, and the risks of political, economic, governmental or social instability (including the risk of sovereign defaults, regulatory change and the possibility of expropriation or confiscatory taxation)); (vii) the possible imposition of non-U.S. taxes on income, gains and gross sales or other proceeds recognized with respect to non U.S. securities or instruments; (viii) the application of complex U.S. and non-U.S. tax rules to crossborder investments; (ix) possible non-U.S. tax return filing requirements for a Fund and/or the Partners; (x) differing and potentially less well-developed or well-tested corporate laws regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties and the protection of investors; (xi) differences in the legal and regulatory environment (including enhanced legal and regulatory compliance); (xii) political hostility to investments by foreign or private equity investors; and (xiii) less publicly available information. Additionally, a Fund may be less influential than other market participants in jurisdictions where it, a general partner and/or HGGC does not have a significant presence, and it may have greater difficulty enforcing its legal rights in a non-U.S. jurisdiction. The Fund will also be subject to additional potential risks, which include possible adverse political and economic developments, possible seizure or nationalization of foreign deposits and possible adoption of governmental restrictions. Furthermore, certain of a Fund’s investments could be subject to brokerage taxes levied by non-U.S. governments, the effect of which would be to increase the cost of such an investment and reduce the realized gain (or increase the realized loss) on such an investment at the time of its disposition. While a general partner intends, where it deems appropriate, to manage the Fund in a manner that is intended to minimize exposure to the foregoing risks and to take these factors into consideration in making investment decisions for the Fund, there can be no assurance that adverse developments with respect to such risks will not adversely affect the assets of the Fund that are held in certain non-U.S. jurisdictions. Non-U.S. Currency Risks Although many of the Funds’ investments are expected to be U.S. dollar denominated, an investment that is denominated in a non-U.S. currency is subject to the risk that the value of the particular currency in which such investment is denominated will change in relation to one or more other currencies, including the U.S. dollar, which is the currency in which the books of the Funds will be kept and contributions and distributions generally will be made. Among the factors that may affect currency values are trade balances between nations, short-term interest rates, variations in the relative value of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. A Fund and/or its portfolio companies may incur costs in converting investment proceeds from one currency to another. The general partners

reserve the right, but are under no obligation to, employ hedging techniques to manage currency exchange exposure, although there can be no assurance that such techniques will be effective. Interests in a Fund are denominated in U.S. dollars, and prospective investors in any country in which U.S. dollars are not the local currency should note that changes in the exchange rate between the U.S. dollar and such local currency may have an adverse effect on the value, price or income of an investment in the Fund. Foreign exchange regulations may be applicable to investments in certain jurisdictions. Any fees, costs and expenses incurred by a non-U.S. limited partner in converting its local currency to U.S. dollars in order to make capital contributions to a Fund will be borne solely by such non-U.S. limited partner, will be in addition to the amounts required to be contributed and will not be part of the Commitment of such non-U.S. limited partner. International Conflicts and Geopolitical Events Wars and other international conflicts, such as the Israeli-Palestinian conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other 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 ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Fund 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 which any Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives. Absence of Regulatory Oversight None of the Funds intend to register as an investment company under the Investment Company Act. Accordingly, investors will not benefit from the protections that would have been available to them if the Funds were registered under the Investment Company Act. Lack of Unilateral Control Even if a Fund is the majority investor or controlling shareholder, as applicable, of a portfolio company, in certain circumstances it may not have unilateral control of the portfolio company. To the extent the Fund invests alongside third parties, such as institutional co-investors or private

equity funds of other sponsors, or makes a minority investment, the relevant portfolio companies may be controlled or influenced by persons who have economic or business interests, investment or operational goals, tax strategies or other considerations that differ from or are inconsistent with those of the Funds or their limited partners. Such third parties may be in a position to take action contrary to the Fund’s business, tax or other interests, and the Fund may not be in a position to limit such contrary actions or otherwise protect the value of its investment. Impact of Government Regulation, Reimbursement and Reform on the Financial Services Industry; Enhanced Scrutiny of Private Equity Industry; Potential Regulatory Changes Certain industry segments in which the Funds intend to invest, including various segments of the financial services industry, are (or may become) (i) highly regulated at both the federal and state levels in the U.S. and internationally and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While the Funds intend to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries, including in particular the financial services industry, are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which the Funds invest. By way of example, the financial services industry has been, and will likely continue to be, significantly impacted by recent legislative changes, and various U.S. federal, state, local or non-U.S. legislative proposals related to the financial services industry are introduced from time to time, which, if adopted, could have a significant impact on the financial services industry in general and/or on companies in which the Funds may invest. In recent years, there have been governmental investigations and lawsuits over whether certain club deals or consortium bids constituted an illegal attempt to collude and drive down the prices of acquisitions. Consortium bids are deals in which two or more unaffiliated entities either provide equity financing or divide the target business being acquired. These transactions can range in size from the large private equity club deals in which the target remains intact to much smaller deals in which a target is broken up and sold to multiple strategic buyers. Private equity firms that engage in potentially anti-competitive practices in an otherwise permissible and lawful club deal could be liable for monetary damages to former shareholders of target companies and could be subject to U.S. Department of Justice (the “DOJ”) investigation and civil and criminal prosecution resulting in fines. The Antitrust Division of the DOJ has previously issued information requests relating to private equity transactions among multiple fund sponsors. There can be no assurance that the Funds will not be subject to third party litigation and/or investigations involving consortium bids. In particular, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of the Adviser and the Funds. Such current and future rulemaking is expected to impact the Adviser and its affiliates, the Funds and/or their investments, and the Funds have the potential to bear significant increased costs as a result of such rules. Inflation and Deflation

Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund’s investments can decline. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on a Fund’s investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, such portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, such portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases, and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of a Fund. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which the Fund invests and may make defaults more likely, which may result in a decline in the value of the Fund’s investments. Financial Institution Risk; Distress Events An investment in a Fund is subject to the risk that one of the banks, brokers, hedging counterparties, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Fund’s (or any portfolio company’s) assets fail to timely perform or otherwise default on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty, similar to that experienced by certain banks (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, the Adviser, any general partner, the Funds and/or any of the portfolio companies may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets.

Any Distress Event has a potentially adverse effect on the ability of the Adviser to manage the Funds and their investments, and on the ability of the Adviser, any Fund or any portfolio company to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses could include the following: a loss of funds; an obligation to pay fees and expenses in the event a Fund is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of the Fund to access capital contributions or otherwise); the inability of the Fund to acquire or dispose of investments, or acquire including at prices that the relevant general partner believes reflect the fair value of such investments; and/or the inability of the Adviser or portfolio companies to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that the Adviser will experience operational burdens and expenses, and a Fund or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that the Adviser will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Funds and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Fund or suppliers, vendors, service providers or other counterparties of a portfolio company become subject to Distress Events, which could have a material adverse effect on a Fund, its investors or such portfolio companies, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services (including lending services), that the Adviser and/or the relevant Fund maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although the Adviser seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, the Adviser is under no obligation to use a minimum number of Financial Institutions with respect to any Fund, or to maintain account balances at or below the relevant insured amounts. Reliance on a general partner A Fund will be dependent on a general partner. Limited partners will not have any right or power to take part in the management of a Fund, and a general partner generally will control the operations of a Fund (including decisions with respect to structuring, negotiating, purchasing, financing and eventually divesting investments on behalf of a Fund). As a result, the performance of a Fund’s investments will depend largely on the business and investment acumen of the Adviser’s principals, and the loss or reduction of service of one or more of the Adviser’s principals could adversely affect a Fund’s ability to achieve its investment objectives. In addition, subject to the provisions in the Governing Documents, the Adviser’s principals currently, and are expected in the future to, manage or advise other investments, investment products (including SPACs) and/or investment funds other than a Fund, and the Adviser’s principals expect that they will need to devote substantial amounts of their time and attention to the investment activities of such other

investments, investment products and/or funds, which is expected to pose potential conflicts of interest. In addition, certain changes in a general partner or circumstances relating to a general partner may have an adverse effect on a Fund or one or more of its portfolio companies (including acceleration of potential debt facilities). The composition of the professionals making up particular investment teams may change over time, and certain of the professionals included in such teams that have contributed to the past performance of the Funds may no longer be members of the particular team or serve in the same or similar roles thereon (or may no longer be with HGGC, or may leave such team or HGGC during the life of a Fund). Furthermore, there can be no assurance that a Fund’s investments will achieve results similar to those attained by previous investments of the Adviser’s principals. In addition, a Fund’s investments could differ from previous investments made by the Adviser’s principals in a number of respects, including target return levels, level of risk associated with a particular investment, amount invested in a particular portfolio company, types of portfolio companies within a particular industry sector, amount of leverage used, structure and holding period. Reliance on Portfolio Company Management The success of many of a Fund’s portfolio companies will be heavily dependent on the management of such portfolio companies. Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Additionally, a general partner generally will establish the capital structure of companies in which a Fund invests on the basis of financial projections for such companies, which will contain significant judgment and input from the portfolio company management team. Although the general partners will be responsible for monitoring the performance of each portfolio company, and the Funds generally intend to invest in portfolio companies with strong management or recruit strong management to such companies, there can be no assurance that a portfolio company’s management team will be able or willing to successfully operate a portfolio company in accordance with the relevant Fund’s objectives. It is generally expected that portfolio companies will need to attract, retain and develop executives and members of their management teams. The relevant general partner expects that the market for executive talent, especially for individuals with experience in the software industry, is likely to be extremely competitive. There can be no assurance that the management team of a portfolio company in place on the date of a Fund’s investment in such portfolio company will remain the same or continue to be affiliated with such portfolio company throughout the period in which such portfolio company is held by the Fund. Further, the business and operations of portfolio companies in the software industry may be more likely to experience rapid organizational change, which may strain the performance of such portfolio companies’ management teams. There can be no assurance that portfolio companies will be able to attract, develop, integrate and retain suitable members of its management team, and, as a result, a Fund may be adversely affected thereby. Possibility of Fraud or Other Misconduct by Employees and Service Providers Misconduct by (i) HGGC employees, (ii) portfolio company directors, officers or employees and (iii) service providers to the foregoing and/or their respective affiliates could undermine the due diligence or other efforts of a Fund and/or a general partner and cause significant losses to a Fund. Misconduct may include entering into transactions without authorization, failing to comply with operational and risk procedures (including due diligence procedures), making misrepresentations

regarding prospective investments, improperly using or disclosing confidential or MNPI (which could result in litigation or serious financial harm, including limiting a Fund’s business prospects or future marketing activities), failing to comply with applicable laws or regulations and the concealing of any of the foregoing. Such misconduct may result in reputational damage, litigation, business disruption, market or industry segment volatility and/or financial losses to a Fund. HGGC has controls and procedures through which it seeks to minimize the risk that any such misconduct will occur; however, there can be no assurance that such misconduct will be able to be identified or prevented. U.S. Taxation of Carried Interest U.S. federal income tax law treats certain allocations of capital gains to service providers by partnerships such as the Funds as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset that generated such gain for more than three years. This creates the potential for conflicts of interest between the relevant general partner and limited partners. For example, the relevant general partner could cause the relevant Fund to borrow more frequently, in greater amounts, or for longer periods; hold investments for longer than it would absent adverse tax consequences to the general partner from a shorter holding period; or waive or defer the distribution or allocation of carried interest to the general partner, potentially changing the character or amount of income allocated to limited partners. Changes to Benchmark Rates To the extent that a Fund’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (SOFR) or other rates (each, a “Benchmark Rate”), the Fund may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have transitioned historical instruments and contracts away from LIBOR to new Benchmark Rates. This transition includes the potential to: (i) increase volatility or illiquidity in markets; (ii) cause delays in or reductions to financing options for the Funds and their portfolio companies; (iii) increase the cost of borrowing; (iv) reduce the value of certain instruments or the effectiveness of certain hedges; (v) cause uncertainty under applicable legal documentation; or (vi) otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects. Agreements with Certain Limited Partners A Fund and/or a general partner, without any further act, approval or vote of any limited partner, has entered or intends to enter into Side Letters or other similar agreements with certain limited partners that have the effect of establishing rights (including economic terms), many of which will not be subject to the “most-favored nation” provisions of the relevant Partnership Agreement, under, or altering or supplementing the terms of, the relevant Partnership Agreement with respect to certain limited partners. As a result of such Side Letters or similar agreements, certain limited partners receive additional benefits that other limited partners do not receive, and such benefits potentially will be significant. Further, a general partner is likely to have certain contractual

obligations, as well as its own economic and/or other business incentives, to provide certain terms to certain limited partners (e.g., based on commitment amount to a Fund or the timing thereof, the ability of the limited partner to provide sourcing or other services to a general partner or the Fund(s) or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to a general partner, its affiliates and personnel or the Fund(s)). Such rights, terms or confirmations in any such Side Letter or other similar agreement potentially will include (i) different economic terms, including reduced Advisory Fees, modified waterfall mechanics and/or reduced carried interest and/or receipt of a portion of a general partner’s or its affiliates’ Advisory Fees, other fees and/or carried interest; (ii) the ability to optout of certain types of investments (including with respect to investments in certain geographies and/or industries); (iii) the right to receive certain additional information, certifications, reporting and/or notifications from a Fund or a general partner or any of their affiliates and/or the manner in which information and/or notice shall be provided; (iv) the right to transfer Fund interests and to cause such transferee to be admitted to a Fund as a substitute limited partner; (v) the offering of, and/or participation in, co-investment opportunities; (vi) the right to withdraw from a Fund in the event of adverse tax or regulatory events or violations of law or policies or in the event the limited partner’s commitment in a Fund would exceed a certain percentage of a Fund’s aggregate commitments; (vii) additional confidentiality protections; (viii) the right to disclose certain information to underlying investors, the public, regulators or certain other persons; (ix) structuring rights with respect to certain types of investments; (x) modification of default remedies; (xi) investment pacing restrictions; (xii) limits on indemnification; (xiii) rights relating to the appointment of a representative to serve as a member and/or observer of a Fund’s Advisory Board; (xiv) rights with respect to legal, regulatory or policy requirements applicable to any such limited partner or its affiliates; or (xv) certain other terms whether economic, procedural or otherwise. Side Letters may also relate to strategic relationships under which a limited partner agrees to provide support to a general partner (or an affiliate thereof) or to make capital commitments to a Fund and/or multiple Funds. Side Letters and similar agreements subject a general partner to potential conflicts of interest, including in circumstances where a limited partner’s right to serve on a Fund’s Advisory Board results in the limited partner receiving additional information relative to other limited partners. To the extent a limited partner is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other limited partners may be subject to increased losses or be required to bear an increased portion of indemnification amounts. Other Side Letter rights are likely to confer benefits on the relevant limited partner at the expense of a Fund or of limited partners as a whole, including in the event that a Side Letter confers additional reporting information rights and/or transfer rights, the costs and expenses of which are expected to be borne by a Fund. As a consequence of one or more limited partners being excused or excluded from, or from regulatory, tax or other factors altering or limiting their participation in, certain investments or ability to bear certain liabilities or obligations, the aggregate returns realized by participating or non-participating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments; similar considerations apply in the event a limited partner defaults on a drawdown in respect of an investment. Further, although a general partner believes it to be unlikely, excuse rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities by a general partner on

behalf of a Fund as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the relevant Partnership Agreement; conversely, a limitation on one or more limited partners’ voting rights generally will increase the voting rights percentage of other limited partners in a Fund. The other limited partners will generally have no recourse against a Fund, a general partner and/or any of their affiliates in the event that certain limited partners receive additional and/or different rights and/or terms as a result of such Side Letters. The relevant general partner will be required to notify the other limited partners of any such Side Letters or other similar agreements or any of the rights and/or terms or provisions thereof, and to offer such additional rights and/or terms to other limited partners, only to the extent provided in the relevant Partnership Agreement. The Adviser is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners (e.g., based on commitment amount to a Fund or the timing thereof, the ability of a limited partner to provide sourcing or other services to the Adviser, its affiliates and personnel or the Funds) or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to the Adviser, its affiliates and personnel or the Funds. Further, Side Letters are expected to relate to strategic relationships under which an investor agrees to make commitments to multiple Funds. Except in the circumstances and on the timing required by Governing Documents, other investors will not receive disclosure 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 Board results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses or be required to bear an increased portion of indemnification amounts. Other Side Letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Fund or of limited partners as a whole, including in the event that a Side Letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. Certain Consultants The general partners, the Adviser, the Funds (including any alternative investment vehicles) and/or the portfolio companies expect to engage, employ or retain, certain other companies and individuals, including the Capital Advisers (including VET), (collectively, the “Special Consultants”), which include affiliates of the general partner, employees or former employees of such affiliates, portfolio companies of Funds managed by the Adviser or its affiliates, third party consultants (including individual consultants and external executives), “operating partners,” “strategic partners,” “executive partners” and/or “senior advisors.” The Special Consultants are expected to provide services to, or support the Adviser, the general partners and their respective investment professionals in connection with their activities on behalf of, the Funds, any alternative investment vehicles, portfolio companies and prospective portfolio

companies and/or their respective affiliates, which services include, without limitation, the services described in Item 5 (“Capital Adviser Services”). Pursuant to the Governing Documents, compensation (including fees and incentive equity) and expenses associated with the Capital Adviser Services (collectively “Consulting Fees and Expenses”), are expected to be paid and/or reimbursed by applicable portfolio companies and/or Funds. Consulting Fees and Expenses, including those paid to the Capital Advisers, generally will not offset or reduce the Advisory Fee and are not otherwise covered by the Advisory Fee. Consulting Fees and Expenses are expected to include cash fees, retainers, salaries, bonuses (whether or not based on pre-determined milestones), guaranteed payments, profits or equity interests in a portfolio company, incentive equity, stock awards or other non-cash compensation (including equity options, warrants or other interests) related to the Funds and/or its portfolio companies, technology and overhead costs, and benefits and personnel costs (including employee benefits, payroll taxes, insurance, paid time-off and office space). In addition, Capital Advisers (including VET personnel) are expected to receive office space, business cards, email addresses and other benefits and are authorized to make use of other Adviser resources, and certain Special Consultants are authorized to receive such benefits. Consulting Fees and Expenses are also expected to include amounts that are used to finance the internal operations and overhead costs of VET, including, without limitation, managerial, human resources (including recruiting and talent acquisition), legal, accounting, administrative and similar services and the rates charged by VET will take such costs into account. Additionally, the Adviser and/or portfolio companies potentially will provide certain opportunities for Special Consultants to invest in the Funds and/or separately their respective portfolio companies (without the payment of Advisory Fees or carried interest). The Funds and/or portfolio companies also reimburse costs and expenses incurred by Special Consultants, including travel, meals, lodging and entertainment. Special Consultants also are expected to receive remuneration from the relevant general partners and/or Funds or their affiliates and/or be entitled to other forms of compensation. Such investment opportunities, reimbursements and other compensation paid to a Special Consultant by the relevant Funds and/or portfolio companies will not offset the Advisory Fee, and the use of Special Consultants is expected to fluctuate and/or expand over time. To the extent that Special Consultants are paid retainers or guaranteed minimum compensation amounts, there is the possibility that certain portfolio companies or Funds will bear a greater share of such compensation due to the utilization of the Special Consultant’s Services at a time when fewer of other Funds or their portfolio companies make use of such Special Consultants. In particular, the Adviser expects to build a flat fee or retainer for Capital Adviser Services into the closing cost of a portfolio company or to be paid separately by a portfolio company (i.e., in advance). Under many of these arrangements, including where Special Consultants are paid a flat fee, there can be no assurance that the amount of compensation paid in a particular year will be proportional to the amount of hours worked or the amount or tangible work product generated by the Special Consultant. In circumstances where Special Consultants provide services (including due diligence services) in connection with a portfolio company investment that is not consummated, the relevant Fund(s) and not co-investors or other equity holders generally will bear the related amounts. It is possible that certain Special Consultants will have an equity or profit interest in certain Funds, the Adviser, or in an affiliate of the Adviser or the portfolio companies of the Funds and generally are not expected to pay an Advisory Fee or carried interest with respect to such interests. Capital

Advisers are generally expected to participate in the Funds through the relevant general partner or other vehicles and generally will not bear carried interest or Advisory Fees. Capital Advisers and potentially other Special Consultants are expected to provide certain services to the relevant general partner, the Adviser and/or its affiliates in connection with their activities. There can be no assurance that any Special Consultants will be exclusive to the Funds or any portfolio company and are generally expected not to be exclusive. The Adviser intends to allocate Consulting Fees and Expenses between the relevant Funds (including their alternative investment vehicles) and their portfolio companies or prospective portfolio companies, on the one hand, and the relevant general partner and/or the Adviser, on the other, in a manner that it believes is fair and equitable, typically based on the entity receiving the Capital Adviser Services provided by the Special Consultants, and based on its internal policies and procedures and the Governing Documents. The type, amount and allocation of Consulting Fees and Expenses are permitted to be determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of the Special Consultant, a percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, amounts charged by other providers for comparable services and/or a percentage of cash flows from such company. The Adviser generally has discretion over whether to charge Consulting Fees and Expenses to or require other compensation from (or seek reimbursement from) a portfolio company in connection with services provided by the Special Consultants and, if so, the fee rate or amount. The Adviser will face potential conflicts of interest in determining the allocation of Consulting Fees and Expenses. For example, the Adviser generally will not be allocated Consulting Fees and Expenses that relate to Services performed by Special Consultants for the relevant Funds and/or portfolio companies or prospective portfolio companies. However, these Capital Adviser Services also have the potential to provide a direct or indirect benefit to the Adviser and/or its affiliates including other Funds. Therefore, the Adviser has an incentive to classify a particular service as being for the relevant Fund and/or a portfolio company or prospective portfolio company, even though it may directly or indirectly benefit the Adviser and/or its affiliates, in whole or in part. The allocation of Consulting Fees and Expenses is permitted to be made on a non-proportional basis, and any such determinations involve inherent matters of discretion by the Adviser. Similarly, the Adviser reserves the right to designate Capital Advisers (including VET personnel) in its sole discretion, and has an incentive to do so in order to shift costs to the Funds and/or their portfolio companies that would otherwise be borne by the Adviser or its affiliates as overhead, and to avoid any offset to the Advisory Fee with respect to Consulting Fees and Expenses paid to such persons. In some cases, Adviser personnel will be designated as Capital Advisers on a temporary basis or with respect to services they perform that are of the type described herein for the Capital Advisers, as applicable (e.g., if persons will focus on both investment and portfolio operation initiatives or if persons will engage in the operational management of the Capital Advisers (including VET and VET personnel)). In doing so, the Adviser faces a conflict in determining the extent to which a Fund or its portfolio companies bear the related Consulting Fees and Expenses, since Consulting Fees and Expenses borne by such Fund and/or its portfolio companies would reduce the costs that the Adviser would be required to bear. Such determinations involve inherent matters of discretion by the Adviser and as described above, the Adviser has the potential to derive benefits from the Capital Adviser Services provided by such personnel in their capacity as Capital Advisers. Capital Advisers also are permitted to become employed by portfolio companies, and

therefore their compensation similarly would be borne by the applicable portfolio companies. Accordingly, any such personnel redesignation or change in employment relationship would increase the costs and expenses directly or indirectly borne by a Fund. The allocation of Consulting Fees and Expenses may not be proportional, and any such determinations involve inherent matters of discretion by the Adviser. Although the Adviser anticipates that Special Consultants will be employed or retained by the Adviser and/or its affiliates with a view to reducing costs to portfolio companies or prospective portfolio companies (and, ultimately, the Funds) and/or improving portfolio company performance, a number of factors may result in limited or no cost savings. As a general matter, there can be no assurance that the Capital Adviser Services rendered by the Special Consultants will be effective and result in Fund returns. Moreover, the Adviser and/or its affiliates only anticipate employing, engaging or retaining Special Consultants that they believe provide Services that will create value, while providing them with competitive Consulting Fees and Expenses and other benefits commensurate with their experience and perceived ability to create value. However, there can be no assurance that there is no other personnel or Service Provider more qualified to provide the applicable Services and/or able to provide them at lesser cost, and the Adviser does not undertake any benchmarking against other Service Provider rates. With respect to a Fund’s control investments, the Adviser will generally have the right to direct actual and prospective portfolio companies to engage or retain Capital Advisers (including VET), and such control position and/or the Adviser’s or its affiliates’ membership on a portfolio company’s board generally are expected to diminish or eliminate portfolio company management’s ability and/or incentive to negotiate fees or expenses of Capital Advisers. However, in certain cases, including where a Fund does not own a controlling interest in a portfolio company, the portfolio company, its management and/or equity holders potentially will not agree to engage and/or bear the costs of Capital Advisers (including VET). In such cases, where the Adviser believes the Capital Adviser Services will benefit a portfolio company, it is authorized to cause a Fund to bear such costs directly, resulting in such Fund bearing a disproportionate share of those costs vis-à-vis other equity holders of a portfolio company, notwithstanding that other equity holders in that portfolio company will receive any returns that result from the relevant Capital Adviser Services. Please also see Item 5 below regarding Capital Advisers. Secondaries and other General Partner-Led Transactions There continues to be a significant market for secondary sales, general partner-led transactions, continuation funds, successor fund investments and other transactions, and the Adviser reserves the right to dispose of (or seek additional capital for) Fund investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by the Adviser following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where the Adviser believes there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets

(including a portfolio that combines assets from multiple Funds sponsored by the Adviser and its affiliates), often on different terms than their original investment in the Fund. However, certain of such transactions are expected to involve: (i) a limited partner investing (or being required to invest) additional capital in the existing Fund and/or other investment vehicles; (ii) a greater exposure to one or more particular portfolio companies; and/or (iii) a delay in the full liquidation of the Fund’s investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant general partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Fund or limited partner and those of the Adviser or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where the Adviser or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction (potentially in addition to performance-based compensation earned by the relevant general partner on the sale of an asset from an existing Fund in such transaction), their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Fund, the Adviser, the relevant general partner and any buyer group relating to the valuation and consideration offered for the subject investment(s). To the extent the Adviser requires existing limited partners and/or new buyers to commit capital to a continuation fund or another Fund managed by the Adviser in addition to the purchase amount paid in a transaction (including commitments to the relevant Fund in specified ratios to the purchase price), such requirement is expected to have a dilutive effect on the purchase price for the selling Fund and its limited partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, the relevant general partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Fund, and in such circumstances the Adviser reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant Fund Advisory Board prior to the closing of the transaction, there can be no assurance that the Adviser will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of a Fund or any individual limited partner or group of limited partners. However, the Adviser reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Documents. The Adviser is permitted to seek the consent of the relevant Fund Advisory Board(s) to approve conflicts associated with such transactions and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Fund investments, to the extent such transactions

are not consummated, the relevant Fund is expected to bear as Broken Deal Expenses all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. Social Media and Publicity Risk The use of social media networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding the Adviser, the Funds or one or more portfolio companies could have a material and adverse effect on the value of the Funds. See Item 11 below for a discussion of additional risks and potential conflicts of interest.

Minority Owner Certain investment funds managed by Blue Owl GPSC Advisors LLC, a relying adviser of Blue Owl GPSC Advisors LLC, (together, the “Minority Owner”) (each a subsidiary of Blue Owl Capital Inc.) hold an indirect passive minority interest in HGGC and the general partners of the Funds. The Minority Owner has no authority over the day-to-day operations or investment decisions of the Adviser, the general partners or the Funds, although it does have certain customary minority protection consent rights. Although it intends to maintain operations, strategy and investment decisions separate from the Minority Owner, HGGC generally expects to have incentives to conduct operations in a manner that benefits the Minority Owner, for example, to use the services of the Minority Owner, its affiliates or firms or other persons recommended by any of them. Terms granted to the Minority Owner in one or more Funds in connection with the strategic relationship between the Minority Owner and HGGC generally will not be disclosed to other investors, nor will they generally be subject to the “most favored nations” provisions in the Governing Documents. The Minority Owner has other relationships with other investment vehicles and accounts that potentially will give rise to potential conflicts. For example, the Minority Owner potentially will sponsor, advise, underwrite, manage or invest in investment vehicles and accounts that pursue investment strategies similar to those of the Funds. Such activities could adversely affect the Funds; for example, the Minority Owner could compete with the Funds for investment opportunities and is under no obligation to share any investment opportunity, idea or strategy with the Funds or HGGC.

Adviser Personnel and their families and households may purchase investments for their own accounts, including the same investments as may be purchased or sold for a Fund, subject to the terms and restrictions of the Code of Ethics. Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with the Adviser on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Funds or the expenses borne thereby. Adviser Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client upon written request to: Rachel Stock, General Counsel and Chief Compliance Officer, HGGC, LLC, 1950 University Avenue, Suite 350, Palo Alto, CA 94303. Participation or Interest in Client Transactions Certain personnel of the Adviser invest in and alongside the Funds, either through the Funds’ general partners, through co-investment vehicles (as described below), as direct investors in the Funds or otherwise. A Fund or its general partner, as applicable, generally is permitted to reduce all or a portion of the Advisory Fee and Carried Interest related to investments held by such persons in accordance with the Governing Documents of such Fund. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential investors in a Fund (including purchasers of a limited partner’s interests in a secondary transaction) 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 material conflicts of interest encountered by the Adviser and the general partners with respect to the Funds and limited partners include those discussed below, although the discussion below does not necessarily describe all such conflicts. Other conflicts are disclosed in the Governing Documents, the offering documents and throughout this Brochure, and the Brochure should be read in its entirety for other conflicts. 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 investment funds and providing transaction-related, investment advisory, management and other services to funds, SPACs and operating companies. The Adviser will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Funds in an appropriate manner, as required by the relevant Governing Document, although the Funds and their respective investments will place varying levels of demand on the Adviser over time. In the ordinary course of conducting its activities, the interests of a Fund have the potential to conflict with the interests of the Adviser, other Funds or their respective affiliates. If any matter arises that the Adviser determines constitutes an actual or potential conflict of interest, the Adviser reserves the right to take such actions as it believes necessary or appropriate to ameliorate such conflict (and upon taking such actions, the Adviser will be relieved of any responsibility for, and liability related to, such conflict to the fullest extent not prohibited by law and shall be deemed to have satisfied its fiduciary duties related thereto to the fullest extent not prohibited by law, as modified by the Governing Documents). These actions are permitted to include, by way of example: (i) disposing of the security giving rise to the conflict of interest; (ii) appointing an independent fiduciary to act with respect to the matter giving rise to the conflict of interest; or (iii) in connection with a matter giving rise to a conflict of interest with respect to an investment, consulting with the Advisory Board regarding the conflict of interest and either obtaining a waiver from the Advisory Board of the conflict of interest or acting in a manner, or pursuant to standards or procedures, approved by the Advisory Board with respect to such conflict of interest. Allocation of Investment Opportunities Until the time that the Adviser is permitted under a Fund’s Governing Documents to commence a successor investment fund, substantially all appropriate investment opportunities that meet the investment criteria of each eligible Fund will be pursued by HGGC’s principals for the benefit of such Fund, subject to certain exceptions set forth in the Governing Documents. In addition, the Governing Documents provide HGGC with wide-ranging authority to make determinations such as the cessation of a Fund's investment period and the commencement of a successor Fund’s investment period (including timing determinations relating to each of the foregoing). Such determinations generally dictate whether a predecessor or successor fund will be allocated investment opportunities and therefore HGGC faces conflicts of interest in making such determinations. The Adviser, HGGC’s principals and their respective affiliates currently, and expect in the future to, manage several other Funds and investments similar to those in which a Fund will be investing and expect to direct certain relevant investment opportunities or resources

to multiple Funds and investments including follow on opportunities with respect to portfolio companies of such Funds and investments. In addition, HGGC, HGGC’s principals and/or certain of its partners and/or employees have pursued, and expect in the future to pursue, other asset management activities beyond the Funds, including through single investor funds, managed accounts, overage funds, funds with different strategies, target investment sizes, geographic focuses and/or other specialized investment vehicles and/or Co-Investment Vehicles (as defined below), that are likely to have overlapping investment strategies with one or more Funds. Over time, certain investment opportunities are likely to be suitable for multiple Funds. In determining which Funds should participate in such investment opportunities, subject to the Governing Documents, the Adviser, HGGC’s principals and their affiliates are subject to potential conflicts of interest among the limited partners in the Funds. To determine which Funds will participate in the relevant investment opportunity, the Adviser generally assesses whether an investment opportunity is appropriate for each relevant Fund based on the terms of such Fund’s Governing Documents, as well as factors including but not limited to: (i) investment objectives, investment focus, investment strategies and guidelines of a Fund, (ii) the level of control expected with the investment, (iii) the overall equity expected to be invested by the applicable Fund(s) with respect to such opportunity, including for follow-on investments, (iv) the expected hold period for such opportunity, (v) the sector and geography/location of the investment, (vi) the specific nature (including size, type, amount, liquidity, duration, anticipated maturity and minimum investment criteria) of the investment, (vii) the expected risk adjusted return of the investment, (viii) the expected leverage on the investment and the use of leverage in the proposed capital structure, (ix) the amount of uncalled capital available to be invested by the applicable Fund(s), including taking into account future capital requirements (including whether a Fund is able to invest all capital required to consummate a particular investment opportunity) and anticipated co-investment (if any), (x) the amount of time remaining in the investment period or term of any applicable Fund(s), (xi) any applicable limitations in the Governing Documents or Side Letters of the applicable Fund, including concentration limits and the requirement to excuse any investor of the relevant Fund from investing in such opportunity, (xii) the existing or anticipated future portfolio construction of any applicable Fund(s), (xiii) relative exposure to market conditions and trends, (xiv) the avoidance of de minimis or odd lot allocations to one or more participating Funds, (xv) the potential dilutive effect of a new investment, (xvi) the relation to existing investments in a Fund, if applicable (e.g., “follow on” to existing investment, to upsize an existing investment, joint venture or other partner to existing investment, or same security as an existing investment), (xvii) the overall risk profile of a portfolio, (xviii) conflicts considerations, (xix) investment diversification considerations of any applicable Fund(s) (including the actual, relative or potential exposure of a Fund to the type of investment opportunity in terms of its existing portfolio), (xx) co-investor participation, (xxi) legal, contractual, tax, accounting, regulatory, policy, restrictions and other similar considerations, (xxii) strategic benefits associated with any applicable Fund(s), (xxiii) transaction sourcing (and with respect to an investment opportunity originated by a third party, the relationship of a particular Fund to or with such third party), (xxiv) each Fund’s liquidity and reserves (including whether a Fund is able to commit to invest all capital required to consummate a particular investment opportunity); (xxv) lender covenants and other limitations; (xxvi) any “ramp-up” period of a newly established Fund, (xxvii) each Fund’s targeted rate of return, (xxviii) stage of development of the prospective portfolio company or other investment and anticipated holding period of the portfolio company, (xxix) composition of each Fund’s portfolio

and each Fund’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics) and the scope of a Fund’s investment mandate including whether mandates are identified as primary or secondary, and whether the mandate is limited or otherwise restricted to specific types of investments/assets, (xxx) timing expected necessary to execute an investment, (xxxi) the availability of other suitable investments for each Fund, (xxxii) supply or demand of an investment opportunity at a given price level, (xxxiii) cash flow considerations, (xxxiv) the centrality of an investment to a Fund's strategy, (xxxv) asset class restrictions, (xxxvi) the seniority of an investment and other capital structuring criteria, (xxxvii) industry and other allocation targets, (xxxviii) minimum and maximum investment size requirements, (xxxix) whether an investment opportunity requires additional consents or authorizations from the Fund, investors or third parties, (xl) whether an investment opportunity would enable a Fund to qualify for certain programmatic benefits or discounts that are not readily available to other Funds including, but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions, and (xli) any other factors deemed relevant by the Adviser and its affiliates. The Adviser reserves the right to allocate a portion of any investment among the Funds or limited partners and/or other third parties (e.g., Special Consultants, including Capital Advisers and other Service Providers) in accordance with the relevant Governing Documents, including Side Letters, and its allocation and co-investment policies and procedures. In certain cases, determinations to allocate such amounts or investment opportunities to certain limited partners and such third parties will be made prior to the determination of the availability of opportunity for other co-investors, and as such generally will decrease the amount of co-investment opportunities available. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Fund, and because co-invest opportunities generally appeal to Fund investors and third parties, the Adviser expects to be subject to potential conflicts of interest in determining the amount of the investment opportunity that should be allocated between Funds. The Adviser reserves the right in its sole discretion to offer strategic and other investors (including one or more limited partners) the opportunity to participate in one or more Fund investments on a side-by-side basis, subject to its allocation procedures. The terms of any such investment opportunity will be determined by the Adviser, including any Advisory Fee or carried interest charged in connection therewith, and will likely vary with respect to any such investment opportunity. In addition, the Adviser and HGGC personnel are permitted to manage assets for one or more advisory clients through a separate account or similar arrangement employing an investment strategy investing in parallel with, or similar to, the strategy of certain Funds. Such arrangements generally will afford those clients different terms than the limited partners with respect to fees and expenses, subscription, withdrawal and redemption rights and the content and frequency of reports. The Adviser’s allocation of investment opportunities among the Funds in the future often will not be proportional. Therefore, such allocations may be more advantageous to one Fund relative to another or all of the other Funds. While the Adviser will allocate investment opportunities in a way that it believes is fair and equitable to each Fund under the circumstances over time

considering such factors as the Adviser deems appropriate (including those set forth above), there can be no assurance that each Fund’s actual allocation of an investment opportunity, if any, or terms on which the allocation is made, will be as favorable as they would be if the potential conflicts of interest to which the Adviser expects to be subject did not exist. The Adviser is authorized to, in its sole discretion, provide or commit to provide co-investment opportunities to one or more limited partners and/or other persons, including the Adviser and other affiliates of the Adviser, Adviser personnel and/or certain other persons associated with the Adviser and/or its affiliates, Special Consultants (including Capital Advisers), advisers, finders, and other service providers (including suppliers, vendors, consultants, lenders, law firms (including Fund or transaction counsel), transaction service providers and their respective affiliates, personnel or related investment vehicles (together, “Service Providers”)), portfolio company board of directors and management teams, other sponsors, strategic investors and market participants, in each case on terms to be determined by the applicable general partner in its sole discretion and subject to the Adviser’s policies and procedures. Conflicts of interest are likely to arise in the allocation of such co-investment opportunities. The allocation of co-investment opportunities, which may be made to one or more persons for any number of reasons as determined by the applicable general partner in its sole discretion, have the potential to not be in the best interests of a Fund or any individual limited partner. In exercising its sole discretion in connection with such co-investment opportunities, the Adviser may consider some or all of a wide range of factors, including but not limited to: (i) whether the prospective co-investor has expressed an interest in evaluating co-investment opportunities, including the perceived degree of that interest; (ii) the expertise, knowledge and sophistication of the prospective co-investor with respect to the issuer, segment, industry, geographic region or other characteristics that are relevant to the investment; (iii) the prospective co-investor’s perceived ability to approve the investment pursuant to any applicable internal approval processes (including the predictability of the prospective co-investor’s investment process) and to otherwise successfully and efficiently execute the transaction, in a timely manner with respect to the timeframe in which the Adviser believes favorable transaction terms may be achieved based on their history of consummating co-investment opportunities; (iv) any tax, regulatory, securities laws and/or other legal considerations with respect to the prospective co-investor (e.g., qualified purchaser or qualified institutional buyer status); (v) confidentiality or publicity concerns, including those that have the potential to arise in connection with providing the prospective coinvestor with specific information relating to the investment opportunity; (vi) the perceived ease of process in coordinating or completing the investment with the prospective co-investor or prospective co-investors similar thereto; (vii) the Adviser’s perception of whether the investment opportunity has the potential to subject the prospective co-investor to legal, regulatory, reporting or other burdens that make it less likely that the prospective co-investor would act upon the investment opportunity if offered or would impair the Adviser’s ability to execute the relevant transaction in the desired time or on desired terms; (viii) the size of the investment allocation available to the Adviser (and not being allocated to any other investment funds and entities managed by the Adviser or any of its affiliates) and the practicality of splitting the allocation into smaller tranches; (ix) the ability of the prospective co-investor to invest an amount of capital that is consistent with the needs of the investment, taking into account the amount of capital reasonably expected to be needed (including for potential add-on acquisitions and other potential additional

investments) and the maximum number of investors that can realistically participate in the transaction; (x) any requirements of any third-party lenders as to the identity of any investors participating as co-investors, or as to the creditworthiness of any co-investors, or as to the number of co-investors, or as to other matters with respect to the investors in the transaction; (xi) whether the prospective co-investor is considered “strategic” to the investment because it is able to offer the Adviser or its affiliates or any Funds certain services or benefits, including, but not limited to, the ability to help consummate the investment, the ability to aid in operating or monitoring the investment, or whether the Adviser believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen and/or cultivate relationships (including formal or informal strategic relationships) that have the potential to provide longer-term benefits to the Adviser or its affiliates or any Funds; (xii) whether the prospective co-investor has a history of consummating co-investment opportunities with the Adviser or its affiliates; (xiii) whether the prospective co-investor has the financial and operational resources and other relevant wherewithal to evaluate and participate in a co-investment opportunity; (xiv) the likelihood that the prospective co-investor would require governance rights (including, but not limited to, board or observer rights, access to the management team of the underlying portfolio company or material informational rights) that would complicate or jeopardize the transaction (or, alternatively, where the investor would be willing to defer to the Adviser and assume a more passive role in governing the investment); (xv) whether the prospective co-investor has any interests in any competitor of the underlying investment; (xvi) the expected investment holding period; (xvii) the services provided by the prospective co-investor in connection with the investment and/or to the issuer of the investment (or otherwise provided by the prospective co-investor with respect to the investment), including sourcing, establishing relationships, participating in diligence, providing operational or financing services post-closing and other services; (xviii) the size of the prospective co-investor’s interest to be held in the underlying portfolio company as a result of the investment of a Fund (which is likely to be based on the size of the prospective co-investor’s capital commitment and/or investment in such entity); (xix) whether the prospective co-investor has any known investment policies and restrictions, guideline limitations or investment objectives that are relevant to the transaction, including the need for early or recurring distributions; (xx) the size and/or timing of a prospective co-investor’s commitment to the Funds; (xxi) the Adviser’s perception of its past experiences and relationships with the potential co-investment party, such as the willingness or ability of the potential co-investment party to respond promptly and/or affirmatively to potential investment opportunities previously offered by the Adviser; (xxii) the Adviser’s evaluation of whether the profile or characteristics of the potential co-investment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of a Fund to take advantage of such opportunity (for example, if the potential co-investment party is involved in the same industry as a target company in which a Fund wishes to invest, or if the identity of the potential co-investment party, or the jurisdiction in which the potential coinvestment party is based, may affect the likelihood of a Fund being able to capitalize on a potential investment opportunity); and (xxiii) other factors that the Adviser considers important in connection with the specific transaction or investment. The Adviser, at its sole discretion, is authorized to grant certain third-party investors (including anchor or other early committing investors or investors making large commitments) the opportunity to evaluate specified amounts of prospective co-investments in portfolio companies or otherwise to have priority in coinvestment opportunities.

Furthermore, the Adviser and its related persons expect to make decisions regarding whether and to whom to offer co-investment opportunities in consultation with other participants in the relevant transactions, such as a lender or co-sponsor. Co-investment opportunities typically will be offered to some and not to other limited partners, and its consideration of relevant factors in determining co-investment allocations likely will result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments have the potential to receive none. When and to the extent that employees and related persons of the Adviser make capital investments (directly or indirectly through the Adviser) in or alongside certain Funds, the Adviser is subject to potentially conflicting interests in connection with these investments. The Adviser’s allocation of co-investment opportunities among the persons and in the manner discussed herein often will not result in proportional allocations among such persons, and such allocations may be more or less advantageous to some such persons relative to others. In addition, the Adviser in order to consummate a transaction or facilitate the acquisition of a portfolio company and ensure a Fund is afforded an investment opportunity or otherwise, is authorized to cause a Fund to fund such investment (or commit to fund such investment) through capital contributions or use of a credit facility on behalf of certain co-investors (including another Fund) with a view to selling down a portion of such investment to such co-investors or other persons at a later time or prior to or within a period after the closing of the acquisition. Any such purchase from a Fund by a co-investor or co-invest vehicle generally is expected to occur shortly after such Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after such Fund’s initial purchase. Where appropriate, and in the relevant general partner’s sole discretion, the general partner reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the Fund for related costs. However, to the extent any such amounts are not so charged or reimbursed (including charges or reimbursements required pursuant to applicable law), they generally will be borne by the relevant Fund. If a Fund does not find co-investors and/or in the event that the coinvestors breach their covenant to purchase the investment from the Fund, the Fund will have an allocation to an investment that is larger than originally anticipated. In addition, the Fund will bear the risk that any or all of the excess portion of such investment could only be sold on unattractive terms. If the excess portion of such investment has not been sold, a Fund generally will bear the entire portion of any other fees, costs and expenses related to such investment, hold a larger than expected investment in such portfolio company and could realize lower than expected returns from such investment. Similarly, to the extent a Fund makes use of a credit facility to invest in a portfolio company or pay related expenses, it generally will not be reimbursed separately by co-investors for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole, and co-investors will not have any obligations under such facility. Conversely, the Adviser and its affiliates generally do not permit prospective co-investors to benefit from breakup fees (if any), and a Fund would generally expect to receive the entirety of the fee (other than amounts allocable to other co-lead investors or other Funds), to the extent not applied to reimburse the Adviser or its affiliates, prospective co-investors or others for certain expenses incurred in connection with such transaction. Co-investments are permitted to be made directly in the applicable portfolio company or companies or through vehicles or accounts formed for purposes of co-investing and managed or

controlled by HGGC or its affiliates (such vehicles or accounts, whether formed to co-invest with one or more other HGGC Funds and in one or more portfolio companies, as the context requires, “Co-Investment Vehicles”). In some cases in which a Co-Investment Vehicle is formed in connection with the consummation of a transaction, such entity generally will bear expenses related to its formation and operation. In the event that a transaction in which a co-investment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial to the transaction, ultimately is not consummated, or a potential co-investor does not invest in a planned co-investment (including any investment through a Co-Investment Vehicle), all fees (including break-up fees) and expenses or other liabilities or obligations (including broken deal fees and expenses) relating to any such proposed transaction generally would be borne by a Fund, and not by any potential co-investors that would have participated in such transaction. Typically, a Fund will bear such fees and expenses regardless of whether any co-investor(s) had yet been identified or confirmed, or whether any Co-Investment Vehicle had yet been formed in connection with the relevant transaction. However, to the extent that such co-investors have already invested in a Co-Investment Vehicle in connection with such transaction, such co-investors are expected to bear their share of such fees and expenses. The Adviser reserves the right, in its sole discretion, to charge an Advisory Fee and Transaction Fee, and obtain carried interest in respect of any co-investment, and to receive transaction and other fees with respect to such co-investment, including any co-investments executed through CoInvestment Vehicles. Since co-investments will not be made through the Funds, any compensation received by the Adviser in connection with a co-investment does not offset the Advisory Fee. As indicated above, in certain circumstances, the Adviser expects that certain co-investors will negotiate the right to share a portion of Transaction Fees from a particular investment, and any Advisory Fee offset percentage will be applied after excluding any amounts paid to such persons. Other Conflicts of Interest The Adviser reserves the right, in the future, to expand its investment management services to offer other products, which would give rise to potential additional conflicts of interest not specifically described herein. There can be no assurance that the Adviser will identify or resolve all such conflicts of interest and, if resolved, that such conflicts will be resolved in a manner that is favorable to each. The Adviser expects that the investment activities of the other products would generally give rise to additional conflicts of interest in connection with allocating investment opportunities. The potential investments and activities of the other products may increasingly overlap with the potential investments and activities of the Funds, and another product is permitted to invest in the same portfolio companies as one or more Funds or in a target that would otherwise be suitable for one or more other Funds. There can be no assurance that all investment opportunities identified by the Adviser and its affiliates will be made available to each Fund. Notwithstanding the actual and potential conflicts of interest that arise, the Adviser generally expects to determine the allocation of investment opportunities among the Funds and any other products. If any other products are formed, investment opportunities are permitted to be allocated in any number of ways between the Funds and/or such other products, and there can be no assurance that the application of the Adviser’s allocation policies and procedures will result in the allocation of any particular investment opportunity to a particular Fund. In addition, the application

of the Adviser’s allocation policies may result in allocations of investment opportunities among the Funds and/or other products on an other-than-pari-passu basis. As a result, each Fund may not fully participate in all investment opportunities falling within its investment objective. In addition to the foregoing and subject to any limitations in the Governing Documents, the Adviser and its affiliates and HGGC’s principals and employees are authorized to carry on investment activities for their own account and for family members, friends or others who do not invest in a certain Fund, and may give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, a Fund, even though their investment objectives may be the same or similar. Such investments potentially will be (directly or indirectly through investment vehicles sponsored by potential competitors) in the same industries as a Fund invests, and potentially will compete with Funds for investment opportunities, and/or compete with portfolio companies of the Funds. To the extent an advisory opportunity is received that is unsuitable for the Funds, in the Adviser’s sole discretion, the Adviser and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. Potential conflicts arise when a Fund makes investments in conjunction with an investment being made by other Funds, or in a transaction where another Fund has already made an investment. A Fund may not, for example, invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as other Funds. This likely will result in differences in price, terms, leverage and associated costs. Where multiple Funds invest at the same, with different or overlapping levels of a portfolio company’s capital structure, there is potential for conflicts of interest in determining the terms of investments. Questions may arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy and the terms of any work-out or restructuring has the potential to raise conflicts of interest, particularly in Funds that have invested in different securities within the same portfolio company. Certain clients of the Adviser are permitted to invest in bank debt and securities of companies in which other clients hold securities, including equity securities. In the event that such investments are made by a Fund, the interests of such Fund may be in conflict with the interest of such other Fund, particularly in circumstances where the underlying company is facing financial distress. The involvement of such persons at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, Funds may be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the Funds may or may not provide such additional capital, and if provided, each Fund will supply such additional capital in such amounts, if any, as determined by the Adviser. Because of the different legal rights associated with debt and equity of the same portfolio company, the Adviser expects to face a conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, one Fund versus another Fund (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of

workouts or bankruptcies). In addition, a conflict would generally arise in allocating an investment opportunity if the potential investment target could be acquired by either a Fund or a portfolio company of another Fund. Investments by more than one client of the Adviser in a portfolio company also has the potential to raise the risk of using assets of one Fund to support positions taken by such other Fund. The Adviser and its affiliates may express inconsistent views of such investments or of market conditions more generally. To the extent another Fund sells its interest in a common investment to a third party, it may impact the value of a Fund interest in the same investment and will give rise to certain co-venturer risks described below. There can be no assurance that each Fund and the other investing fund(s) will exit the investment at the same time or on the same terms, and there can be no assurance that each Fund’s return on such an investment will be the same as the returns achieved by any other Fund participating in the transactions. Where multiple Funds invest or consider investments in the same company at different times, the first Fund to invest typically will bear all or a higher level of diligence and transaction fees, costs and expenses than later Funds (whether in the same or different strategy than the first Fund); similarly, to the extent a transaction does not proceed, the first Fund to invest typically will bear the full amount of Broken Deal Expenses relating to the transaction, regardless of whether other Funds could or would have invested in the company in potential future transactions. In that regard, actions taken for multiple Funds will potentially adversely affect a Fund. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to a particular Fund. The Adviser reserves the right to cause a Fund to enter into transactions (or “cross-transactions”) whereby a Fund (i) purchases securities from, or sells securities to, other Funds managed by the Adviser or co-investors or co-investment vehicles or (ii) co-invests alongside such other Funds or co-investors. In some cases, a portfolio company of one Fund will potentially or actually be merged with or into a portfolio company owned by another Fund. Any of these transactions raises potential conflicts of interest, including where (i) the investment of one Fund supports the value of portfolio companies owned by another Fund; and/or (ii) the transaction allows the Adviser or its affiliates to realize carried interest and/or receive future Advisory Fees and/or other compensation with respect to such investments. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. To the extent required by the Governing Documents or otherwise in the sole discretion of the Adviser, the Adviser reserves the right to seek to mitigate such conflicts by seeking input from an unaffiliated third party (including the use of a consultant or investment banker (paid for by the relevant Fund(s)) to opine as to the fairness or “arm’s-length” nature of a purchase or sale price, whether or not part of a formal fairness opinion, “request for proposal” process, or proposal or quotation provided exclusively for the benefit of the Adviser) or by obtaining the consent of the relevant Fund(s) (including, where authorized, the consent of each Fund’s Advisory Board) to such transactions. The Adviser is also authorized to determine that the willingness of a third party to make an investment on the same or similar terms demonstrates the fairness of the relevant transaction (including its value) to the Fund under then-current market conditions and therefore to determine not to obtain any consent or fairness opinion. Further, Funds nearing the end of their term are expected to sell their interest in commonly held investments to other Funds with more time remaining in their term, which gives rise to the conflicts

of interest discussed herein. Conflicts of interest are also heightened in the foregoing transactions to the extent the partners of the relevant general partner are assigned varying percentages of carried interest from funds in the same investment, or if economic terms, performance or the potential for carried interest vary between Funds, particularly when such transactions would cause a portion of such carried interest to become realized. Whether or not consent or an opinion is obtained, or a third-party invests, the Adviser intends that any such transactions be conducted in a manner that it believes to be fair and equitable to each Fund under the circumstances, including a consideration of the potential present and future benefits with respect to each Fund. Further, such cross-fund transactions are expected to arise in the context of automatic or other re-balancing of an investment among parallel Funds pursuant to the relevant Governing Documents, and in such circumstances the Adviser generally will not seek a fairness opinion, and the Adviser generally will not seek Advisory Board consent given that such transactions typically happen close in time to the initial Fund’s investment and/or are authorized pursuant to the relevant Governing Documents of each Fund. The Adviser expects to be faced with a variety of potential conflicts of interest when it determines allocations of various fees and expenses to each Fund. The Adviser will generally allocate fees and expenses among the Funds receiving the benefit of such expenses (in the Adviser’s sole discretion) and eligible to reimburse expenses of that kind pursuant to their respective Governing Documents. In such cases, subject to applicable law and legal, contractual or similar restrictions, expense allocation decisions generally will be made by the Adviser or its affiliates using their reasonable judgment, considering such factors as they deem relevant, but in their sole discretion to be fair and equitable across the relevant vehicles. The allocations of such expenses is permitted to be made on a non-proportional basis, and any such determinations involve inherent matters of discretion (e.g., in determining which Funds or co-invest vehicles benefit (or the extent to which they actually or potentially could benefit) from the relevant service relating to the expense, or whether to allocate pro rata based on number of Funds or co-investors receiving related benefits or proportionately in accordance with Fund size (including amount of remaining committed capital), asset size or fair value, number of investors, number of investments, number of users, or in certain circumstances determining whether a particular expense has a greater benefit to a particular Fund or the Adviser and/or its affiliates). As a general matter, broken deal expenses are allocated among limited partners regardless of whether any individual limited partner negotiated for an elective or automatic contractual right that would have excused them from participating in the investment. However, the Adviser reserves the right, in its sole discretion, to structure any coinvestment opportunity such that the proposed participants in such co-investment opportunity do not bear any broken deal expenses, with the result that a Fund will bear all such broken deal expenses. Each Fund also expects to bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses, and the Adviser reserves the right to charge fees and expenses to portfolio companies, capitalize fees and expenses into the cost basis of a transaction, or to the extent necessary or desirable for operational, administrative, tax or other reasons, charge fees and expenses at the level of an intermediate holding company between a Fund and the portfolio company. The relative percentage of expenses that are borne by various stakeholders (including the Fund, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred. As a result, it is possible that a Fund or co-invest vehicle will benefit (or benefit disproportionately)

from expenses borne in whole or in part by another Fund. The amount of Fund expenses ultimately called or called at any one time may exceed expectations. Each Fund intends to make controlling investments in certain portfolio companies. As a result of these controlling interests, the Adviser typically has the right to appoint portfolio company board members (including directors and Capital Advisers (including VET) and current or former Adviser personnel or persons serving at their request) of such portfolio companies, or to influence their appointment, and to determine or influence the determination of their compensation. Additionally, portfolio company board members frequently approve compensation and other amounts payable to the Adviser and/or its affiliates in connection with services provided by the Adviser and its affiliates to such portfolio company, and, except to the extent such amounts are subject to the Governing Documents’ offset provision, are in addition to the Advisory Fee or carried interest discussed herein. The Adviser’s authority to appoint or influence the appointment of portfolio company board members who are likely to be involved in approving compensation payable to the Adviser subjects the Adviser and any such portfolio company board appointees to potential conflicts of interest. Decisions made by a director will potentially subject the Adviser, the Funds or their respective affiliates to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. Employees or other personnel of the Adviser or its respective affiliates (including Capital Advisers) potentially will also be asked to serve as directors of, or observers with respect to, certain entities in which a Fund has fully exited its ownership interest. Any compensation received by such personnel in connection therewith will not be offset against the Advisory Fee or otherwise be shared with a Fund and/or its limited partners. If a Fund enters into any indebtedness with another Fund on a joint and several basis, the applicable general partner is expected to enter into one or more agreements that provide each Fund with a right of contribution, subrogation or reimbursement. In administering, or seeking to reinforce, these agreements, the Adviser expects to be subject to conflicts of interest, for example between a Fund with a reimbursement obligation and a Fund seeking reimbursement. In certain circumstances, a Fund may be prohibited from exercising (or the Adviser may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant potential conflicts, notwithstanding the fact that the investment(s) of one Fund or the other may be subject to creditor claims regarding subordination of interests. The Adviser intends to mitigate any potential conflicts by structuring such agreement in a manner intended to cause each Fund to bear its proportionate share of the applicable indebtedness. Additionally, a portfolio company typically will reimburse the Adviser, Special Consultants or Service Providers retained at the Adviser’s discretion for expenses (including, without limitation, travel expenses) incurred by the Adviser, Special Consultants or other such Service Providers in connection with the performance of services for such portfolio company. In some circumstances consultants are expected to request that the amount of fees payable in relation to their services instead be directed to a third party or donated to a charitable organization, and in these cases the relevant Fund will bear such amount as a permissible expense to the same extent as if it were paid to the consultant itself. In addition, Service Provider expenses are required to be reimbursed whether or not there is overlap in expertise, function or services performed by Adviser personnel. This subjects the Adviser to conflicts of interest because each Fund generally does not have an

interest or share in these reimbursements, and the amount of such reimbursements over time is expected to be substantial. Subject to the Governing Documents and their internal reimbursement policies and practices, the Adviser determines the amount of these reimbursements for such services in its own discretion. The Adviser and its affiliates reserve the right to also employ or retain personnel (including Capital Advisers) with pre-existing ownership interests in or who were employed or retained by portfolio companies owned by the Funds; conversely, former personnel or executives of the Adviser or its affiliates (including Capital Advisers) will potentially serve in significant management roles at portfolio companies or Service Providers recommended by the Adviser. Similarly, the Adviser and/or its personnel maintain relationships with (and reserve the right to invest in) financial institutions, Service Providers and other market participants, and their respective personnel, including managers of private funds, banks, brokers, advisors, consultants, finders (including executive finders and portfolio company finders), executives, attorneys, accountants, institutional investors, family offices, lenders, current and former employees and current and former portfolio company executives, as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including services at reduced rates) to, the Adviser, and/or the Funds or other investment vehicles and/or portfolio companies. In other circumstances, these Service Providers are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal investments in or through the Adviser entities, whether or not relating to financing Adviser personnel obligations to fund general partner commitment obligations) to Adviser personnel and their estate planning vehicles. The Adviser expects to be subject to a potential conflict of interest with certain Funds in recommending the retention or continuation of a Service Provider to such Funds or a portfolio company owned by such Fund if such recommendation, for example, is motivated by a belief that the Service Provider or its affiliate(s) will continue to invest in one or more other Funds, will provide the Adviser information about markets and industries in which the Adviser or its affiliates operate (or are contemplating operations) or will provide other services that are beneficial to the Adviser or its affiliates. For example, the Adviser will potentially cause certain Funds to make payments to investment banks, all or a portion of which is for the purpose of generating future deal flow; however, such payments may not result in any future deal flow or could create goodwill that ultimately results in future deal flow for one or more other Funds that did not pay such expenses. The Adviser also expects to be subject to a potential conflict of interest in making such recommendations, in that the Adviser has an incentive to maintain goodwill between itself and the former, existing and prospective portfolio companies for the Funds and investment vehicles, while the products or services recommended may not necessarily be the best available to the Funds and/or the portfolio companies held by the Funds. Over the life of a Fund, the Adviser generally expects to exercise its discretion to recommend to the Fund or to a portfolio company thereof that it contract for services or enter into other transactions with various Service Providers, potentially including (in addition to the persons referenced in the paragraph above), among others: (i) the Adviser (or an affiliate, which is likely to include Capital Advisers and/or other portfolio companies of the Funds) and at rates determined or substantively influenced by the Adviser; (ii) an entity with which the Adviser or its affiliates or current or former members of their personnel has a relationship or from which such person derive

a financial or other benefit, including joint-venturers or co-venturers, or relationships where Adviser personnel are seconded, or from which the Adviser receives secondees (including secondees at no or reduced cost to the Adviser), resources or training; (iii) a limited partner (or a limited partner of another fund) or its affiliates; or (iv) one or more portfolio companies. For example, the Adviser will potentially initiate transactions or service agreements between two or more portfolio companies of the Funds and is authorized to engage certain limited partners or their affiliates that are engaged in lending or other businesses to provide financing and/or other services in connection with such Funds’ investments. In addition, one portfolio company may provide goods or services to another portfolio company, and there can be no assurance that the terms of any such transaction will be the same as those that would be obtained in an arm’s length transaction between unaffiliated parties. In particular, such transactions could result in the provision of services to a portfolio company at a rate higher than could be obtained by such portfolio company on the open market, or conversely, result in a portfolio company providing services to another portfolio company at a discounted rate. Additionally, the Adviser has incentives to engage limited partners to provide services to the Funds and/or their portfolio companies, including financing, to maintain goodwill with such limited partners including with respect to investments made or that may be made in the Funds. As a result, in each case, the products or services recommended may not necessarily be the best or lowest cost option. In most cases, the relevant Fund(s) will not consent, participate in the negotiations or be directly involved in such arrangements. The foregoing subjects the Adviser to potential conflicts of interest, because although it intends to initiate transactions and select lenders and other Service Providers that it believes are aligned with its operational strategies and that will enhance portfolio company performance, and, relatedly, returns of the relevant Fund, the Adviser has a potential incentive to recommend the related or other person (including a limited partner) because of its financial or other business interest, including a person’s historical or potential future relationship with the Adviser and/or the investment (or amount of investment) to be made in the Funds by such person. Additionally, there is a possibility that the Adviser, because of such incentive or for other reasons, including whether the use of such persons could establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to the relevant Funds or the Adviser, would favor a transaction, retention or continuation of lending or other services even if a better price and/or quality of Service Provider could be obtained from another person. The Adviser will not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) the foregoing expenses. Although the Adviser generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived quality, sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending Service Providers. Additionally, the Adviser expects certain Service Providers, their affiliates and personnel to invest in, or co-invest alongside, one or more Funds, and due to the nature of the Service Provider relationships, these persons have the potential to have information advantages relative to other investors or co-investors and likely will be offered coinvestment opportunities before such opportunities are presented to other interested prospective co-investors. Whether or not the Adviser has a relationship with or receives financial or other benefit from recommending a particular transaction or Service Provider, there can be no assurance that no other transaction would be more beneficial or that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. It is possible that Service Providers consider the overall level of work performed for the Adviser, the

Funds or their portfolio companies in determining whether to provide reduced rates or benefits to the Adviser. Based on the foregoing factors, limited partners should not expect Service Providers to the Adviser or its affiliates, including the Funds, to represent the provided services that will be the most beneficial to any limited partner or group of limited partners. In certain circumstances, current or former Adviser personnel and Capital Advisers also are permitted to serve in interim, part-time or full-time roles at portfolio companies, or will provide services to portfolio companies as secondees or in similar capacities, while potentially maintaining certain benefits, office space, support services and/or indicia of employment at the Adviser. Under such arrangements, the relevant portfolio company generally will pay all or a portion of the compensation, expenses and benefits in respect of such employees, Capital Advisers (including salary, bonus, insurance benefits and paid time off) which will not offset Advisory Fee or may supervise or oversee such employees. These arrangements could create conflicts of interest, in that any compensation (including benefits and other incentives or opportunities (including investment opportunities)) that would ordinarily be borne by the Adviser as overhead in respect of those personnel would be borne by the portfolio company when they are secondees or other portfolio company personnel. Therefore, the Adviser has an incentive to cause its employees to become externs or secondees or serve in similar roles to reduce its overhead or otherwise shift costs to portfolio companies. As secondee arrangements are often initiated to meet temporary portfolio company needs, they are expected to change over time, and in many cases will be ended by the Adviser when the portfolio company is sold or when the position can be filled on a longer-term or permanent basis, at which point the secondees may or may not return to the Adviser. It is possible that certain Adviser personnel and Capital Advisers will serve as secondees or other personnel with respect to multiple portfolio companies and perform services that directly or indirectly benefit the Adviser while serving as secondees or other portfolio company personnel. In other circumstances, former Adviser personnel and Capital Advisers potentially will become employees of, or service providers to, portfolio companies. No compensation earned or benefits received by such former Adviser personnel and Capital Advisers will offset Advisory Fees. The fact that the Adviser’s carried interest is based on a percentage of net profits creates an incentive for the Adviser to cause the Funds to make riskier or more speculative investments or to hold an investment longer than otherwise would be the case. Additionally, certain tax rules applicable to individuals participating in the carried interest may create an incentive for the Adviser to cause the Funds to hold investments for at least three years, or to defer or waive the allocation and distribution of certain carried interest in exchange for an interest in future carried interest (as permitted under the Governing Documents), either of which could create conflicts of interest between the Adviser’s desired tax treatment and the timing of investment realizations or character of income allocated to limited partners. In addition, because the Funds have a fixed investment period after which capital from limited partners generally may only be drawn down in limited circumstances, and because the Advisory Fee is, at certain times during the life of a Fund, calculated based upon the invested capital, the Advisory Fee structure creates an incentive for the Adviser to deploy capital when it might not otherwise have done so. As also discussed above, personnel of the Adviser also expect to serve as members of boards of directors of companies not related to the Adviser, or former portfolio companies of the Funds, and to have investments in such companies. Such companies are in the same industry as certain Funds

expect to invest in and have the potential to compete with portfolio companies of the Funds. In such cases, such persons are expected to be subject to fiduciary and other obligations to the relevant companies, in addition to fiduciary obligations owed to each Fund. It would be expected that the interests of a competitor company would not be aligned with those of the Funds or the Funds’ portfolio companies. This will potentially result in a conflict between the relevant individual’s obligations to a portfolio company or competing company and the interests of the Funds. In some circumstances, having such individuals serve as directors, board members or interim executives of a portfolio company of a Fund or another company is likely to restrict the ability of such Fund to invest directly in an investment opportunity that also constitutes an investment opportunity for such company. Adviser personnel are also permitted to serve on boards or act in other roles including for charitable and educational institutions, trade groups and industry associations. Subject to any limitations in the Governing Documents, personnel of the Adviser are expressly authorized to carry on investment activities directly and/or indirectly for their own account and for family members, friends or others who do not invest in the Funds, whether or not through a formal family office, estate planning structure, trust, endowment, charitable program, foundation or similar arrangement, and will potentially give advice and recommend securities to vehicles which will differ from advice given to, or securities recommended or bought for, the Funds, even though their investment objectives are the same or similar. Such persons reserve the right to pay or receive compensation relating to the foregoing. Such persons are also permitted to have capital investments in or alongside the Funds, or in prospective portfolio companies. Such investments also may be (directly or indirectly through investment vehicles sponsored by potential competitors) in the same industries as the Funds invest. Such personnel also potentially will pay or receive compensation relating to these arrangements. A Fund’s general partner generally is permitted to receive a distribution in kind from the Fund, including in connection with investment dispositions or the payment in kind of amounts owed to the general partner as carried interest (which generally will be made using the value of the relevant securities on the date of distribution). In such circumstances, there is a potential conflict of interest between the general partner (and its beneficial owners) and the relevant Fund’s limited partners. For example, the general partner and its beneficial owners may intend to hold the investment for a different time period than the Adviser deems suitable for the Fund. Although the general partner and its beneficial owners bear the risk that such securities will decrease during their holding period, to the extent the value of the relevant securities increases following the Fund’s disposition thereof, neither the relevant Fund nor its limited partners will benefit from the increase, and over time the economic benefit to the general partner and its beneficial owners could exceed the value of the general partner’s pro rata interest in the Fund and the amount of carried interest owed. Conversely, the general partner and its beneficial owners potentially will decide to sell such securities within a short period of time, which could have an adverse impact on the price of securities that are held by limited partners at the time of such sale. Limited partners in receipt of a distributed investment will have no advice from the relevant general partner with respect to disposition of such investment (including timing of such disposition). To the extent the beneficial owners of the general partner contribute such securities to a charity (including to a private foundation or other charitable organization associated with, operated or chosen by such persons or their families), any tax

efficiencies or other personal benefits associated with the contribution will inure to the benefit of such beneficial owners rather than to the Fund or its limited partners. The Adviser reserves the right to advance funds on behalf of a Fund and contribute such amounts to the relevant Fund as a special interim capital contribution for investment, to be redeemed at a later date. A yield amount in connection with such borrowing typically is borne by the relevant Fund, consistent with the Governing Documents. Similarly, the Adviser or an affiliate is authorized to sign non-disclosure agreements or other deal documentation in view of future participation by one or more Funds. In borrowing on behalf of a Fund, the Adviser is subject to conflicts of interest between repaying such obligations and retaining borrowed amounts for the benefit of the Fund, and in circumstances where interest accrues on any such outstanding borrowings at a rate lower than the relevant Fund’s preferred return, is expected to have incentives to cause the Fund to borrow in this manner rather than drawing down capital commitments. Where a preferred return begins to accrue after capital contributions are due (regardless of when the Fund borrows, makes the relevant investment or pays expenses) and ceases to accrue upon return of these capital contributions, the use of borrowing to shorten the period between calling and returning capital limits the amount of time the preferred return will accrue. In circumstances where there is not a preferred return on funds borrowed in advance or in lieu of calling capital, Fund-level borrowing typically will reduce the amount of preferred return to which the limited partners would otherwise be entitled had the general partner called capital, and thus could result in the relevant general partner receiving carried interest sooner than it would without borrowing. In addition, when the Advisory Fee is calculated as a percentage of invested capital, a limited partner may pay Advisory Fees on borrowed amounts used to fund investments that have not yet been realized even though such amounts would not accrue preferred return as described above. It is expected that the costs relating to the establishment, negotiating, structuring and/or maintenance of a subscription line of credit will be significant, and there can be no assurance that the benefits to limited partners will be commensurate with such costs. The Adviser will effect such borrowings in a manner it believes to be fair and equitable to the Funds and consistent with each general partner’s obligations to the relevant Fund under the applicable Governing Documents. The Adviser and members, officers, principals and personnel of the Adviser reserve the right to buy or sell securities or other instruments that the Adviser has recommended to Funds. In addition, officers, principals and personnel reserve the right to buy securities in transactions deemed unsuitable by a Fund but will not in such circumstances be required to share in, reimburse or compensate the relevant Fund for due diligence or other expenses (including Broken Deal Expenses) incurred by the Fund in connection with the Fund’s consideration of the relevant investment opportunity. Such transactions are subject to the policies and procedures set forth in the Adviser’s Code of Ethics and restrictions set forth in the Governing Documents. The investment policies, fee arrangements and other circumstances of these investments generally vary from those of any Fund. Officers, principals, personnel and related persons of the Adviser have, and are expected to continue to have, capital investments in or alongside certain Funds, or in prospective portfolio companies directly or indirectly, and therefore are expected to have additional conflicting interests with respect to these investments.

Furthermore, except to the extent prohibited by the Governing Documents, HGGC, its affiliates and its personnel are permitted to market, organize, sponsor or act in other capacities (including as director, founder or manager) for other pooled investment vehicles, accounts or SPACs, and to receive compensation (including in the form of management fees, performance-based compensation, founders’ equity or similar interests) relating thereto, which in certain cases has the potential to be greater than the carried interest and Advisory Fee earned from a Fund, creating potential conflicts of interest including with respect to the amount of time, resources and investment opportunities provided to the Funds. Subject to any limitations imposed by the Governing Documents and anti-“assignment” provisions of the Advisers Act, HGGC, its affiliates and personnel have, and are also permitted in the future to offer, restructure and monetize the revenue streams they currently receive directly or indirectly from the Funds, or expect to receive from the Funds in the future. Subject to any restrictions in the Governing Documents, this monetization could occur in many forms, including: public offerings of HGGC or an affiliate; borrowing against HGGC’s or the general partner’s investment in, or right to receive revenues from, one or more Funds; preferred financing or other strategic investment by a third party in one or more HGGC entities in which a third party provides liquidity in exchange for the right to receive a specified return; selling or donating their interests in the Funds or in one or more HGGC entities to third parties; or other financial arrangements, including those in which the Adviser, its affiliates and personnel agree to pledge, sell, securitize, syndicate, participate or otherwise encumber or transfer their respective interests. Although HGGC and its personnel intend to abide by any “key person” or “time and attention” requirements in the Governing Documents, they expect to be subject to potential conflicts of interest in that they will have financial and other incentives to pursue such monetization arrangements, or to operate HGGC in a manner designed to maximize potential proceeds relating to any potential monetization arrangements in the future. To the extent third-party funding or borrowings are used to finance general partner commitment amounts, the Adviser and/or its personnel generally will be less aligned with limited partners than would otherwise be the case. Because the Adviser and its affiliates are permitted to retain certain transaction fees, monitoring fees and similar “Transaction Fees” as set forth in the Governing Documents in connection with Fund investments, it expects to be subject to a potential conflict of interest in connection with approving transactions and setting such compensation. In many cases, such Transaction Fees are based on enterprise value or other metrics relating to a portfolio company but also have the potential to be charged on a flat-fee basis or based on another metric, and there can be no assurance that the amount of such Transaction Fees charged will be proportional to the amount of hours of work performed or tangible work product generated on behalf of the portfolio company. In certain circumstances, the Adviser expects that certain co-investors, lenders, consultants, or other parties will negotiate the right to share a portion of such Transaction Fees from a particular investment, and any Advisory Fee offset percentage will be applied after excluding any amounts paid to such persons. Any Transaction Fees with respect to an investment or potential investment (including unconsummated transactions) generally will be allocated to a Fund only to the extent of such Fund’s relative ownership or anticipated ownership of such investment or potential investment on a fully diluted basis. Accordingly, a Fund will, in most cases, only benefit from any Advisory Fee offset with respect to its allocable portion of any such Transaction Fee and not the portion related to any other person that holds an economic interest in (or, in the case of a transaction not consummated, would have held an economic interest in) the applicable investment, including,

without limitation, (i) the Adviser or affiliated partner commitments, (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by the Adviser, Funds, Service Providers, third parties, current or former portfolio company management or employees, sellers that have rolled their interest or reinvested proceeds in the portfolio company and/or others), or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant. In addition, Transaction Fees will be offset only to the extent they are paid during the holding period of a Fund, and limited partners generally will not receive the benefit of Transaction Fees paid prior to such Fund’s acquisition, or following such Fund disposition, of the relevant investment. Similarly, to the extent a former Adviser employee becomes a consultant (including a Special Consultant) to, or employed by, a portfolio company, no compensation earned by such former employee will offset the Advisory Fee, whether or not such former employee has a remaining interest in the Adviser or affiliated entity. Conversely, in the event that the Adviser employs a person that previously received compensation from a portfolio company, limited partners will receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with the Adviser and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. Each of the foregoing conditions described in the Governing Documents is expected to reduce the amount of Transaction Fees otherwise available to be offset against Advisory Fees, resulting in a potential material benefit to the Adviser over the life of a Fund, and the existence of such potential benefit creates an incentive for the Adviser to seek to increase such amounts. Additionally, the Adviser, its personnel, affiliates or others designated by the Adviser or the relevant general partner, including Capital Advisers and other Service Providers, expect to receive compensation in the form of portfolio company securities. To the extent any such securities are received, after any applicable offset provisions in the Governing Documents are applied, the general partner and/or such other recipients will be permitted to retain such securities, and in doing so will be subject to potential conflicts of interest in determining whether to sell such securities (subject to restrictions imposed by the portfolio company and/or the general partner or retain such securities for a period consistent with their own financial and investment objectives, which is likely to differ from those of a Fund). In addition, because portfolio company securities typically represent newly issued incentive equity (whether in the form of common stock, warrants or options to buy common stock or similar instruments), the receipt of compensation in the form of securities typically has the result of diluting the relevant Fund’s relative ownership of the portfolio company awarding such compensation. In certain circumstances, such as those relating to short or long-term portfolio company cash or liquidity needs, and regardless of whether the portfolio company is undergoing financial stress, the Adviser reserves the right to accrue, defer or forego payments of such fees and reserves the right to charge interest at then-available rates with respect to such amounts. In such cases, in accordance with the Governing Documents, investors will not receive the benefit of any Advisory Fee offsets with respect to such amounts until they are actually received. Even in circumstances where transaction fees would be completely offset against Advisory Fees under the Governing Documents, the Adviser’s receipt of transaction fees when due from portfolio companies provides a benefit to the Adviser in that it generally results in earlier availability of such amounts relative to Advisory Fee due dates. In accordance with the Governing Documents, investors will not receive interest or other compensation for the time period between transaction fee receipt and the

later date of offset of the relevant amounts (if any) against the relevant Advisory Fees. For the avoidance of doubt, the Adviser also will not offset compensation received from outside sources, such as residual employee board seats at entities that are no longer portfolio companies of the Funds. In connection with the sale of (or certain other events at) a portfolio company, while HGGC intends to timely distribute the amounts owed to HGGC and/or the relevant Fund(s), HGGC reserves the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the portfolio company and/or relevant Fund(s). Such amounts generally are not subject to any pre-defined limits in the applicable Governing Documents, transaction agreements or any of HGGC’s policies and procedures. All amounts withheld from proceeds owed to HGGC and/or the relevant Fund(s) will be monitored by HGGC personnel on an ongoing basis. The Adviser will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Fund(s), and regarding the timing in which such distribution is made. As a general matter, to the extent reserve amounts are held in cash by a Fund, intermediate entity or portfolio company, such amounts will not accrue a preferred return under the relevant Fund’s carried interest arrangements unless and until they are used to make an investment or pay expenses or other liabilities. To the extent these amounts do not accrue a preferred return, or are not reflected in the relevant Fund’s performance figures, HGGC expects to have incentives to continue to hold the amounts for extended periods. The Adviser, its affiliates and personnel and persons selected by them receive the benefit of “friends and family” and similar discounts from portfolio companies owned by a Fund under which such portfolio companies make their goods and/or services available at reduced rates. Discounted prices or better terms offered by a portfolio company to the Adviser, any other portfolio company or third parties have the potential to affect the returns of the portfolio company. The Adviser reserves the right to institute a program under which portfolio companies owned by a Fund are given the option to participate in purchasing, vendor or similar arrangements with other portfolio companies. Program participants expect to receive discounts negotiated with various Service Providers on a group wide basis. The Adviser expects to allocate any fees and third-party administration costs for the program among the relevant funds and portfolio companies. In certain cases, such arrangements will involve the sharing of risk, such as under group insurance arrangements where deductibles are shared or calculated with regard to the group rather than individual insured parties. The Adviser and its affiliates reserve the right to also participate in the program in exchange for an allocable portion of such fees and costs and receive similar benefits and discounts as the portfolio companies participating therein. No such amounts will offset or reduce the Advisory Fee. The Adviser believes the potential for conflicts relating to such arrangements is mitigated by the anticipated cost savings to portfolio companies (which is expected to be to the benefit of a Fund) that will result if the rates for goods and services are discounted due to scale or relative to those widely available in the market. In connection with its services to the Funds and their investments, HGGC, its affiliates and personnel expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of HGGC’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, HGGC and its personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to Fund or

portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “HGGC Information”). In many cases, HGGC Information will include tools, procedures and resources developed by HGGC to organize or systematize HGGC Information for ongoing or future use. Although HGGC expects its Funds and their portfolio companies generally to benefit from HGGC’s possession of HGGC Information, it is possible that any benefits will be experienced solely by other or future Funds or portfolio companies (or by HGGC and its personnel) and not by the Fund or portfolio company from which HGGC Information was originally received or derived. HGGC Information will be the sole intellectual property of HGGC and solely for the use of HGGC. HGGC reserves the right to use, share, license, sell or monetize HGGC Information, without offsetting or otherwise reducing Advisory Fees, and the relevant Fund or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, expenses relating to the Funds or portfolio companies are expected to be charged using credit cards or other widely available third-party rewards programs that provide airline miles, hotel stays, lodging or travel rewards, rental cars, traveler loyalty or status programs, “points,” “cash back,” rebates, discounts and other arrangements, perquisites and benefits under the available terms of such reward programs. Such programs are expected to vary over time, and any such rewards (whether or not de minimis or difficult to value) generally will inure to the benefit of the personnel participating in the rewards program, rather than the portfolio companies, the Funds or their respective investors; no such rewards will offset or reduce Advisory Fees. The Governing Documents provide the Adviser with wide-ranging authority to make determinations, including those related to investment purchases and dispositions, valuation and other matters, such as the cessation of the relevant Fund investment period and the later commencement of a successor Fund’s investment period (including timing determinations relating to each of the foregoing) that in each case have the potential to affect the Adviser’s compensation. In making such determinations, the Adviser is subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for the Adviser or its affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Fund’s Advisory Fee and carried interest compensation arrangements. The nature of any compound preferred return in a Fund’s carried interest arrangements provides incentives for the relevant general partner to accelerate actions that would result in earlier gains, such as dispositions, dividends, distributions and recapitalizations. The Adviser expects to be incentivized to cause a Fund to make, hold, value and/or dispose of investments (and to delay or forego a determination that the investments are Impaired Value Investments) in order to receive greater ongoing Advisory Fees and, potentially, earlier and/or larger carried interest distributions than would otherwise be the case. Where the Advisory Fee is calculated taking into account the valuation of an investment, the Adviser will have incentives to make determinations that result in the continued payment of, or a higher, Advisory Fee. Where the Governing Documents do not require Advisory Fees to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, the Adviser is incentivized to pursue such transactions. In many circumstances, the calculation of post-Stepdown Date Advisory Fees will include the value of capitalized transaction fees, expenses, costs or other amounts relating to unrealized investments, including such amounts payable or reimbursable to the Adviser and its

affiliates. The Adviser and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Advisory Fees will be calculated. These incentives run counter to the Adviser’s incentives to reduce the amount of fees, expenses and costs borne by the Funds’ investments in light of the effect of these amounts on the Funds’ carried interest calculations. Additionally, the amount of carried interest owed to the relevant general partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are Impaired Value Investments, and the relevant general partner expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments, make distributions and/or determine that an investment is an Impaired Value Investment within the requirements of the relevant Governing Documents. The Adviser’s wide-ranging authority on the determination of Impaired Value Investments, and the criteria used by the relevant general partner or its affiliates in valuing an investment, or determining whether an investment is an Impaired Value Investment, have the potential to be subjective, to be influenced by market information and other factors and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of the relevant general partner’s determination that an investment is an Impaired Value Investment, and except as set forth in the Governing Documents, neither the general partner nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during the Fund’s holding period. The general partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the Governing Documents. As a general matter, the standards for determining Impaired Value Investments are intended to be high and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of the Adviser’s compensation is dependent in part on an investment’s status as an Impaired Value Investment, the relevant general partner faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. Although the Adviser intends to operate in accordance with the Governing Documents, as well as its valuation policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so or completely eliminate all potential conflicts of interest in such determinations. As with other private fund sponsors, as part of the Adviser’s business, HGGC’s principals, the Adviser and its employees have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers and employees of current and former portfolio companies and former employees and members of the Adviser or prior firms of HGGC’s principals. Certain of these third parties are expected to: (i) introduce investment opportunities to the Adviser; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio companies; (iii) introduce portfolio companies to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio companies; (v) solicit investors for the Funds; and/or (vi) provide investment banking, consulting, legal or advisory services to the Adviser, such funds and/or portfolio companies. Such third parties are also expected to provide goods or services to or

have business, personal, political, financial or other relationships with HGGC’s principals and to provide gifts and entertainment to Adviser personnel in respect of services provided to the Funds or their portfolio companies even though the Funds and portfolio companies bear such Service Provider costs. In addition, such third parties are permitted to invest in one or more other Funds, co-invest in one or more portfolio companies or provide other significant business or investment services to the Adviser, its funds and/or their portfolio companies. Except as otherwise disclosed, the cost of any services provided by such third parties generally will be borne directly or indirectly by a Fund or its portfolio companies, as applicable. In certain cases, the Adviser will have the opportunity (but generally no obligation unless otherwise agreed to with limited partners in Side Letters or the Governing Documents) to identify one or more secondary transferees of interests in a Fund (including investors in one or more Funds or persons that are not investors, but may in the future invest, in any Funds) and reserves the right to take into consideration a variety of factors as it deems necessary in exercising its discretion with respect to such a transfer. In such cases, the Adviser will not receive compensation for identifying such transferees and will use its discretion to select such transferees based on eligibility and other factors similar to those employed in selecting co-investors as described herein, and unless required by the Governing Documents, will determine in its sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing limited partners. The relevant general partner also generally has authority under the Governing Documents to consent to (or reject) transfers requested by one or more limited partners, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via Side Letter, including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in future Funds. The relevant general partner also is permitted, but not obligated, to purchase Fund interests from limited partners that desire to transfer their interests. The general partner is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Funds and their investments, not all of which is expected to be known by the transferring limited partner, and the general partner generally will not obtain a fairness opinion or third-party valuation of such interests. The relevant general partner similarly expects to use its discretion to select limited partners from whom it will acquire Fund interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion whether it will offer to purchase Fund interests from one or more limited partners. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Fund. The relevant liability standards under insurance coverage procured by the Adviser are expected to vary by carrier, and such standards are expected to vary over time depending on, for example, coverage features or limitations then-available from the carrier at the time of an insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Governing Documents. Limited partners generally will be responsible for insurance premiums, as set forth in the Governing Documents, regardless of whether the liability and/or indemnity standards in the Adviser’s and/or Adviser’s insurance coverage are higher or lower than that set forth in the Governing Documents. Additionally, while co-investors and/or co-investment vehicles have the potential to benefit from the general partner’s appointment

of portfolio company directors, they typically will not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Fund. Under the Governing Documents, a Fund’s Advisory Board generally has the ability to review and waive compliance with certain provisions thereof, including consenting to conflict-of-interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Governing Documents, all limited partners are bound by the determinations of the Advisory Board, regardless of whether an individual limited partner is represented by a member of the Advisory Board. A Fund’s Advisory Board is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. In addition, certain Advisory Board members are expected to have various business and other relationships with the Adviser (including longstanding investing relationships) and its partners, employees and affiliates. In certain circumstances, these factors will influence Advisory Board members to be more aligned with the Adviser and the relevant general partner and favor proposals brought to the Advisory Board; in other circumstances, these factors will make Advisory Board members more likely to oppose these proposals. Advisory Board members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to limited partners as a whole. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by Side Letter or otherwise) a role on the Advisory Board, and the Adviser expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A general partner is authorized to appoint limited partners to the Advisory Board of its Fund in its sole discretion and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Fund or future Fund, their perception of a limited partner’s effectiveness on an Advisory Board, legal and regulatory considerations, the interests of the limited partner, the degree to which they are likely to align with the relevant Fund and the general partner and other factors. The Adviser is permitted to seek the consent of the relevant Fund Advisory Board(s) to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by an Advisory Board member, or decision made by an Advisory Board as a whole, will fully represent their individual interests. To the extent members of a Fund’s Advisory Board vote regarding conflicts or otherwise participate in matters involving a vote or action, such members may not vote solely in accordance with their interests related to such Fund and may vote in a manner that is beneficial to such members’ other interests at the expense of such Fund. Such members are unrestricted from voting (e.g., conflicts of interest do not disqualify such members from voting) and have the potential to affirmatively vote in a manner that is in their own interest and adverse to the interest of other limited partners. Finally, Advisory Board members may choose to abstain from voting on certain issues, which means that certain votes and issues could be decided only by non-abstaining members and less than a complete group of Advisory Board members. The Adviser and the Funds will generally engage common legal counsel and other advisers in a particular transaction, including a transaction in which there are potential conflicts of interest. Members of the law firms engaged to represent the Funds are investors in a Fund and also represent one or more portfolio companies or investors in a Fund. In the event of a significant dispute or

divergence of interest between Funds and the Adviser, the parties may engage separate counsel in the sole discretion of the Adviser, and in litigation and other circumstances, separate representation may be required. Additionally, the Adviser and the Funds may engage other common service providers. In such circumstances, there may be a conflict of interest between the Adviser and the Funds in determining whether to engage such service providers, including the possibility that the Adviser may favor the engagement or continued engagement of such persons if it receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service providers by the Funds. The Adviser reserves the right to have, and reserves the right to cause the Funds and/or their portfolio companies to have, ongoing business dealings, arrangements or agreements with persons who are former personnel or executives of the Adviser. The Funds and/or their portfolio companies are permitted to bear, directly or indirectly, the costs of such dealings, arrangements or agreements. In such circumstances, there is a potential conflict of interest between the Adviser and the Funds (or their portfolio companies) in determining whether to engage in or to continue such dealings, arrangements or agreements, including the possibility that the Adviser would 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. A Fund, subject to its Governing Documents, is permitted to invest in a pooled investment vehicle that is advised by, or that has another business or other relationship with, the Adviser or its related persons subject to any investment restrictions in the Governing Documents of such Fund. In such a case, investors in such Fund will bear not only the direct Advisory Fees and other expenses associated with their investment in the Fund, but also the expenses and fees associated with the investment in the underlying pooled investment vehicle, some of which fees and expenses are paid to the Adviser or its related persons. Additionally, the interests of the Fund, as an investor, have the potential to conflict with the interests of the underlying pooled investment vehicle or the Adviser or its related persons in their capacity as service providers to the underlying pooled investment vehicle, which would create a conflict of interest for the Adviser. If a Fund purchases in the secondary market at a discount debt securities of a company in which a Fund has, for example, a substantial equity interest, (a) a court might require a Fund to disgorge profit it realizes if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities or (b) a Fund might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt. The effect of these transactions will vary from jurisdiction to jurisdiction. The Governing Documents of certain Funds permit the general partner of each such Fund to cause such Fund to distribute such general partner’s share of securities resulting from an investment disposition by such Fund to such general partner or its affiliates in kind, while disposing of limited partners’ share of such securities and distributing the net cash proceeds of such sale of securities to the limited partners. This ability creates conflicts of interest between the general partner and the limited partners of the applicable Fund because the general partner has an incentive to cause the Fund to exit an investment at a time that may result in limited partners receiving a lesser return on such investment than would be the case if the general partner was prohibited from receiving its

proceeds from investments in kind (or was otherwise required to receive its share of investment proceeds in the same form as limited partners). The Governing Documents of certain Funds permit each such Fund’s general partner to withhold information from certain limited partners or investors in such Fund in certain circumstances. For instance, information may be withheld from limited partners that are subject to Freedom of Information Act or similar requirements. The general partner may elect to withhold certain information to such limited partners for reasons relating to the general partner’s public reputation or overall business strategy, despite the potential benefits to such limited partners of receiving such information. Material Non-Public Information (“MNPI”) The Adviser and its affiliated persons may come into possession of MNPI or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Adviser and its affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of the Adviser. Accordingly, should the Adviser or any of its affiliated persons come into possession of MNPI or other confidential information with respect to public or non-public companies, the Adviser generally would be prohibited from communicating such information to clients, and the Adviser will have no responsibility or liability for failing to disclose such information to clients as a result of following their policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of Adviser personnel serving as directors of public companies and may restrict trading on behalf of clients, including a Fund. Although the Governing Documents generally contain broad exculpation and indemnification provisions, the Adviser will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act.

Selection of Brokers and Dealers For each of the Funds, the Adviser has, subject to the direction of such Fund’s general partner, if applicable, sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Fund involving a broker-dealer, the Adviser will seek “best execution” of the transaction. “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer and the quality of service rendered by the broker or dealer in other transactions. In addition, the Adviser may consider the use of electronic communications networks when placing trades on behalf of the Funds. When purchasing or selling over-the-counter securities with market makers, the Adviser generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. The Adviser has retained BTIG, LLC (“BTIG”) to serve as an introducing prime broker for certain of its Funds and Pershing LLC (“Pershing”) acts as a clearing agent and custodian for BTIG. The services that Pershing provides as a custodian may include providing custody, margin financing, clearing, settlement and stock borrowing in accordance with the terms of the prime brokerage and custody agreements entered into with the Adviser. Aggregation of Trades The Adviser may aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. Portfolio managers and traders often employ this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Adviser may combine orders on behalf of Funds with orders for other Funds for which it has trading authority, or in which it has an economic interest. In such cases, the Adviser generally aggregates trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction.

If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

Reporting Investors in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund within 120 days after the fiscal year end of such Fund, as well as quarterly performance reports within 60 days after each fiscal quarter end. In addition to the general Fund reporting, the Adviser expects to provide certain limited partners with additional or more frequent information that all limited partners will not receive (e.g., under a Side Letter or in response to diligence or other requests).

While not a client solicitation arrangement, the Adviser engages one or more persons to act as a placement agent for Funds that are fundraising in connection with the offer and sale of interests to certain potential investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Fund that are subsequently accepted. Such fees are generally paid by the Adviser, or Advisory Fees received by the Adviser are generally reduced by the amount of such fees, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund(s). The practice of bearing placement fees over time through offset provides a benefit to the Adviser in that it generally results in prompt payment to the relevant placement agent without requiring the Adviser immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Advisory Fees. The Adviser retained Alpine Capital Advisors S.p.A, Aqueduct Capital Group, LLC (which was acquired by and now reported as Harris Williams Primary Fund Placement LLC), Hollister Associates, LLC, INTE Securities LLC (DBA Devon Park Advisors), MPW Capital Advisors Ltd., and Raymond James & Associates, Inc., each a placement agent, to solicit commitments from investors in exchange for a cash fee based on the aggregate capital commitments of certain third-party investors, subject to certain exclusions and exceptions, in addition to a discretionary bonus and the reimbursement of certain expenses.

Additionally, pursuant to the terms of the Governing Documents of the applicable Fund, however, the Adviser enters into Side Letter agreements with certain limited partners whereby the terms applicable to such limited partner’s investment in a Fund are altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. The assets of a Feeder Vehicle are invested in a Main Fund.

The Investment Committee of the Adviser will generally be responsible for voting Proxies and determining if material conflicts of interest may exist. If the Proxy Voting Policy does not cover how to vote a Proxy in a given situation, the Investment Committee will vote the Proxy in the best interests of the client. The Investment Committee of the Adviser will request recommendations from the Adviser and its employees and agents most familiar with the particular investment and will then make its determination on a case-by-case basis. The Adviser believes that its interests are generally aligned with its clients’ interests through ownership by the Adviser (or its affiliates) in a Fund. In the event the Adviser determines there is or may be a material conflict of interest between the Adviser and a client in voting Proxies, the Adviser will follow the firm’s material conflict of interest procedures in its Proxy Voting Policy. Copies of relevant proxy logs identifying how proxies were voted in connection with a Fund and a copy of the Proxy Voting Policy is available to any client or prospective client upon written request to: Rachel Stock, General Counsel and Chief Compliance Officer, HGGC, LLC, 1950 University Avenue, Suite 350, Palo Alto, CA 94303.