Trilantic North America: investment adviser

TCM manages its Clients (as defined below) on a discretionary basis. As of December 31. 2025, TCM managed $5.89 billion of regulatory assets under management across four middle-market private equity funds and their respective related vehicles, representing $7.21 billion of aggregate capital commitments of Clients. Historically and since its founding, TCM has managed seven middle-market private equity fund families with overall aggregate capital commitments of $11.0 billion. As of the date hereof, TCM Clients include the following collective investment vehicles to which it serves as an investment manager: (i) Trilantic Capital Partners V (North America) L.P. (together with certain related parallel investment vehicles and alternative vehicles, “Fund V North America” or “Fund V NA”); (ii) Trilantic Capital Partners VI (North America) L.P. (together with certain related parallel investment vehicles and alternatives vehicles, “Fund VI North America” or “Fund VI NA”); (iii) Trilantic Energy Partners II (North America) L.P. (together with certain related parallel investment vehicles and its alternative vehicles, “TEP II North America” or “TEP II NA”); (iv) Trilantic Capital Partners VII-A (North America) L.P. (together with certain related parallel and feeder investment vehicles, “Fund VII North

America” or Fund VII NA”); (v) Trilantic Capital Partners Prime (North America) L.P. (“TCP Prime”) and (vi) Trilantic Capital Partners VI CV (North America) L.P. (together with its parallel investment vehicle, “Fund VI CV North America” or “Fund VI CV NA”). Further, TCM provides limited investment advice to certain co-investment vehicles of its Clients, including to (x) a co-investment vehicle of Fund VI NA, which invests in and disposes of investments on a parallel basis with certain investments of Fund VI North America; and (y) certain special purpose vehicles of Fund V North America, as well as co-investment vehicles to Fund V North America, Fund VI North America, Fund VII North America and/or TEP II North America that invest in single portfolio companies (such co investment vehicles in subclauses (x) and (y), together with Fund V North America, Fund VI North America, TEP II North America, Fund VII North America, TCP Prime and Fund VI CV NA, the “Clients”). All of the aforementioned co-investment vehicles are managed on a fee-free, carried interest-free basis or are managed with reduced management fees and/or carried interest, or have been charged different fees, such as a commitment-based fees. TCM previously managed Trilantic Capital Partners III L.P. and its parallel funds, which was fully liquidated and terminated as of December 31, 2018, Trilantic Energy Partners (North America) L.P., which was fully liquidated and terminated as of March 25, 2024 and Trilantic Capital Partner IV L.P., which was fully liquidated and terminated on December 31, 2025. TCM was formed under the laws of the State of Delaware on April 3, 2009, as a limited liability company, and converted to a Delaware limited partnership on January 1, 2014. In April 2009, TCM, together with Trilantic Capital Partners L.P. Inc., a Guernsey limited partnership (“Trilantic Europe”) and certain affiliates of each of them (collectively, “Trilantic”) completed the acquisition of Lehman Brothers Merchant Banking (“LBMB”) from the estate of Lehman Brothers Holdings Inc. (“Lehman Brothers”). The acquisition was executed in partnership with Reinet Investments S.C.A. (“Reinet”), an investment vehicle listed on the Luxembourg Stock Exchange. At the time of the acquisition, Reinet Fund S.C.A. F.I.S (a wholly-owned subsidiary of Reinet) and certain of its affiliates acquired a minority non-operating economic interest in TCM and certain of its affiliates, and certain affiliates of Trilantic Europe in connection with the transaction; as of the date of this submission, subject to certain investment rights, Reinet does not own such non-operating economic interests in TCM or its affiliates (or Trilantic Europe), provided that Reinet retains certain limited partnership interests in affiliated general partners and its designees serve on the investment committees of certain Clients. TCM has been registered with the SEC as an investment adviser since January 2010 and its owners are Charles Ayres (Chairman and member of TCM’s Executive Committee) and E. Daniel James (Chief Executive Officer and member of TCM’s Executive Committee). In addition to Charles Ayres and E. Daniel James, the other investment partners and senior advisors of TCM provide advice and guidance on the various Firm matters and industry sectors in which TCM Clients invest. These Partners and Senior Advisors include: Charles Fleischmann (Partner and member of TCM’s Executive Committee), Jeremy Lynch (Partner and member of TCM’s Executive Committee), Christopher R. Manning (Senior Advisor and Chairman of Trilantic Energy Partners), Ted Rosenwasser (Partner and member of TCM’s Executive Committee), and Li Zhang (Partner). On January 1, 2022, Christopher R. Manning and other members of TCM that focused on investments in the energy sector launched a new advisory firm, Greenbelt Capital Management L.P. (“Greenbelt” or “GCM”), which is separately registered as an investment advisor with the SEC, and which relies on certain aspects of TCM’s “back office” and “middle office” infrastructure through a bi-lateral consulting agreement. At the time of the launch of Greenbelt, Mr. Manning stepped down as Managing Partner of the Firm, but as of the date of this filing continues to be a Senior Advisor and associated person of the Firm. Mr. Manning’s change in role has not affected, nor is it expected to affect, or be relevant to, the operations of funds launched since his departure, as such funds do not and will not invest in upstream energy investments. The rest of the energy team were advisors, shared employees and associated persons of the Firm from January 1, 2022 through December 31, 2024. Mr. Manning and his team continue to oversee all existing energy-sector investments of Fund VI North America, TEP II North America and certain of their co-investment vehicles through subadvisory agreements entered into between TCM and GCM as of January

1, 2025. The Firm relies on certain aspects of GCM’ s “back office” and “middle office” infrastructure through a bi-lateral consulting agreement. Accordingly certain associated persons of the Firm are also associated persons of GCM. TCM primarily serves as an investment manager to funds with multiple investors that invest in multiple assets, although certain continuation vehicles and co-investment funds and parallel funds have been formed for single investors and/or for a single asset. Fund V North America and Fund VI North America were organized to make control or significant minority private equity investments in North America primarily in the business services, consumer and energy sectors. Fund VII North America was organized to make control or significant minority private equity investments in North America, primarily in the business services and consumer sectors. TEP II North America was organized to make control and significant minority private equity investments in energy related companies in North America. Fund VI CV North America was organized primarily as a continuation vehicle of Fund VI North America, as well as to make certain limited control or significant minority private equity investments in North America, primarily in the business and consumer services sectors. TCM formulates the investment objective for each Client, directs and manages the investment and reinvestment of each Client’s assets, and provides periodic reports to investors in each Client, in accordance with each Client’s governing documents. Investment advice is provided directly to each Client, and not individually to the investors of the Clients. TCM manages the assets of each Client in accordance with the terms of the governing documents applicable to each Client. Investors in Clients (generally referred to herein as “investors” or “limited partners”) participate in the overall investment program for the applicable Client, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the governing documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between TCM and any investor. TCM originates and recommends investment opportunities for Clients, identifies sources of capital for prospective and existing portfolio investments, structures, monitors and evaluates portfolio investments, recommends the manner and timing of dispositions of portfolio investments and provides certain other services (including certain administrative services necessary for the operation of Clients) related thereto. Specifically, TCM generally renders the following services in connection with the Clients’ investment programs: • • • • • •

analysis and investigation of potential portfolio companies, including their business, operations, management, financial condition, competitive position and prospects for future performance; analysis and investigation of potential dispositions of portfolio investments, including identification of potential acquirers and evaluation of offers made by such potential acquirers; structuring of acquisitions and dispositions of portfolio investments; identification and arranging of sources of capital and other financing for portfolio investments and portfolio companies; supervision of the preparation and review of all documents required in connection with the acquisition, disposition or financing of each portfolio investment; and monitoring of the performance of portfolio companies and, where appropriate, providing advice to the management of the portfolio companies during the life of a portfolio investment.

Services to other Clients can vary, and have varied, from the services noted above based on the investment objectives of such Client. For example, a Client may be (and certain Clients (including current Clients), have been and will be) formed for a specific portfolio investment, in which case, TCM will not provide

additional investment opportunities to such Client, but will provide other services noted above in connection with the portfolio company held by such Client. In addition to the services of its own staff and advisors, TCM arranges for and coordinates the services of other professionals and consultants. TCM can engage, and has engaged, one or more subadvisors (including any affiliate) to perform investment advisory and investment management services to Clients. TCM currently engages Greenbelt as a subadvisor in respect of the remaining Energy sector investments of Fund VI NA and TEP II NA. All subadvisory fees are borne by TCM at no additional cost to Clients. Additionally, TCM could be engaged (and has in the past been engaged) to perform similar subadvisory services. In addition, as noted above, through a bi-lateral consulting agreement between TCM and GCM, both TCM and GCM have engaged a limited number of the same individuals that provide certain “back office” and “middle office” services to both firms and their Clients; however TCM does not provide investment advisory services to Greenbelt or its Clients.

During the investment period of a Client, the management fees are generally an annual fee equal to a percentage of the aggregate amount of such Client’s investors’ capital commitments as of the first day of the period in respect of which the management fees are then being paid, unless otherwise reduced under the terms of the respective Client’s applicable governing documents (including via side letters). Certain Clients may in the future have a different calculation for management fees during the investment period. Certain Clients that do not have an investment period generally charge fees in the same manner as management fees are calculated post-investment period, noted below. As of the date of this brochure, the maximum capital commitment-based fee is based on a rate of 2.00% per year. After the expiration of the investment period of a Client (the “Stepdown Date”), the management fees are an annual fee generally equal to a percentage of Capital Under Management, as defined in each respective Client’s governing documents (including via side letters), which is generally calculated based on capital invested in unrealized portfolio investments on the date such management fee period begins, subject to certain adjustments specific to each Client’s governing documents. As of the date of this brochure, the maximum Capital Under Management based fee is based on a rate of 1.75% per year. As a result, the amount of management fees generally will not correspond with fluctuations in the net asset value of individual investments of a Client, 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 investments completely written off for U.S. federal income tax purposes (such investments, “Impaired Value Investments”). Except where the governing documents expressly provide to the contrary, management fees will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend or recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary

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dividends or similar transactions, in each case in circumstances that do not result in the complete disposition of the relevant Client’s interest therein, and even in cases where the value of the Client’s investment or the Client’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. Due to differences in the criteria set forth in their respective governing documents, in the event where more than one Client participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Client’s governing documents but not those of one or more other Clients. The management fees generally commence accruing as of the relevant Client’s initial closing date (or a later date at the discretion of TCM) and terminate at the termination and dissolution of a Client (unless terminated earlier in accordance with each entity’s operative document, or at the sole discretion of TCM). Generally, and unless explicitly stated otherwise in the operative documents of a Client, management fees are calculated at the beginning of each management fee period, without adjustment for any activity occurring during such period, such as in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. Management fees are paid by the applicable Client to TCM. The management fee is prorated for the number of days elapsed in each payment period, and in the case of the last management fee period of a Client (the period commencing on the day after the last full management fee period, through and including the date such Client is terminated and dissolved, or, if applicable, the date an investor in a Client is fully redeemed from such Client), if such fee period is not a full six months or three months, as applicable, TCM shall refund to each limited partner the amount of the management fee paid by such limited partner allocable to that portion of such period which is subsequent to the dissolution and termination of the Client (or, if applicable, an investor’s redemption date). During the fundraise period of a Client, if an additional limited partner is admitted to the Client or an existing limited partner increases its capital commitment at a subsequent closing of such Client, such limited partner is generally obligated to pay to the Client or TCM, as the case may be, on the date of such subsequent closing (or such later date as determined by the general partner of such Client), a retroactive management fee. The retroactive management fee is calculated from the date management fees were first charged to such Client through the subsequent closing payment date applicable to such subsequent closing limited partner, plus an interest payment determined by TCM or the Client’s general partner in accordance with the terms of the governing documents of the Client. In many circumstances, the post-Stepdown Date management fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees (such as Transaction Fees) and expenses paid to third parties such as service providers (including suppliers, vendors, consultants, lenders, law firms (including Client or transaction counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles (together, “Service Providers”)), TCM or its affiliates. Further, management 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. Gross management fees may be, and generally have been, subject to offsets of certain fees (generally, monitoring fees, directors’ fees, set-up or origination fees and commitment fees from current portfolio companies of Clients and topping or break-up fees with respect to unconsummated portfolio investments) (“Available Fees”), as well as offsets for placement fees and excess organizational expenses, in each case, as described in each Client’s respective governing documents. Available Fees that offset management fees are more specifically defined in each Client’s governing documents. In addition, generally, with respect to a portfolio company or prospective portfolio company, Available Fees will be allocated to a Client only to the extent of such Client’s relative ownership or anticipated ownership of such portfolio company or prospective

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portfolio company on a fully-diluted basis, or in such other manner as the general partner of such Client determines to be appropriate under the circumstances, and only such Client’s allocable portion of such fees shall offset any such fee. “Fully diluted” basis calculations generally relate to a Client’s ownership of a portfolio company’s equity, including ownership that arises from or is diluted by the conversion or exercise of certain securities based on the latest available equity value of the portfolio company at the time of such calculation. As a result, a Client will not benefit (and TCM and its affiliates are expected to retain) from the portion of any fee related to, among other items: (i) general partner, affiliated partner investor commitments; (ii) any limited partner that does not bear management fees; (iii) co-investors or potential co-investors (which could include coinvestment vehicles managed by TCM or Greenbelt, 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 (iv) 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. To the extent any Available Fees are non-cash fees, TCM has discretion to determine to implement the management fee offset at such time as such fees are monetized. In addition, generally, Clients that do not pay management fees or that pay reduced management fees do not get the benefit of Available Fees or other fees paid to TCM and such amounts are retained by TCM and its affiliates. TCM’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. The governing documents of each Client set forth the full list of terms under which management fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified management fee rate in the governing documents until they are reduced in the circumstances and on the date(s) specified therein.

TCM has waived, reduced or calculated differently, and is permitted to waive, reduce or calculate differently, management fees or carried interest for Clients and investors in Clients, such as current, past and prospective employees, operating partners, senior advisors (including members of the Firm’s Founders Council (the “Founders Council”)), agents, consultants, strategic co-investors (and their current, past and prospective partners, members, shareholders, employees, agents or consultants or their respective affiliates), individuals providing material business assistance to TCM or its affiliates, Service Providers, portfolio company board members, management or employees or other third parties. For example, Reinet and its affiliates, and members of certain Trilantic advisory boards, including the Founders Council members, do not pay management fees or carried interest to TCM or its affiliates or pay reduced management fees and/or carried interest. In addition, management fee rates for any specific investor within a Client deviate from the maximum rates noted above based on the size of aggregate commitments such investor, together with such investor’s affiliates, invests within a specific Client (a “size-based reduction”), or could vary (and has varied) based on when such investor invested in a Client (e.g., a “first-close reduction”). Thresholds for any management fee reductions are specific to each Client and could vary (and has varied). Certain other Clients, such as certain co-investment vehicles, also do not pay management fees and/or carried interest or pay reduced management fees and/or carried interest. In addition, members of the Founders Council, among others, have had, and could in the future have, the contractual right to co-invest in portfolio companies of a Client for which they provide material assistance (as determined by TCM or under such members contract) and would not pay management fees or carried interest on these investments. Other Fees. In addition to management fees, TCM, its affiliates or employees could also receive (and have in the past also received) the following types of fees: (i) cash and non-cash board of directors or monitoring fees from current portfolio companies; (ii) topping or break-up fees in connection with proposed but unconsummated portfolio investments; (iii) set-up or other origination fees in connection with the origination of any portfolio investment or commitment fees in connection with a Client or multiple Clients’ commitment to make an investment; (iv) disposition advisory fees, exit fees or other similar fees; (v) stock

options or other compensation granted or paid by portfolio companies to persons who serve in a bona fide, non-director management capacity at any such portfolio company, (vi) stock options or other compensation granted or paid by portfolio companies that a Client has disposed of and (vii) certain other fees including, without limitation: transaction fees relating to portfolio companies’ potential acquisitions, divestitures, financings or refinancings (equity or debt), mergers, tender offers, exchange offers, spin-off or split-off transactions, dividends, recapitalizations, restructurings or other similar transactions (however structured), diligence fees and rental income. As noted above, certain fees collected by TCM, the general partners or managing members of Clients or certain of their affiliates and employees, which meet the applicable definition of “Available Fees” in Client documents, net of out-of-pocket expenses, are offset against future gross management fees. Available Fees are allocated among Clients typically based on capital invested or capital committed to the portfolio investment to which such Available Fees relate, and could be on a fully diluted equity ownership percentage of such portfolio investment or based on ownership among Clients, and then allocated among investors in such Client, generally based on such investor’s percentage interest in such portfolio investment. To the extent any Available Fees are non-cash fees, TCM has discretion to determine to implement the management fee offset at such time as such fees are monetized. To the extent any Available Fees are allocated to a Client or investor that does not pay management fees or Clients that pay reduced management fees, such allocated portion of the Available Fees are usually not offset against management fees and are retained by TCM. In addition, certain fees such as disposition advisory fees, restructuring fees, financing fees, diligence fees, director’s fees from companies that are not portfolio investments of a Client, fees received by Advisory Board members (including Founders Council members) or Senior Advisors, and any other fees that are not expressly specified as Available Fees in a Client’s operating documents do not offset management fees and are retained by the recipient (including TCM or its affiliates). Organizational Expenses. Each Client will typically pay or otherwise bear all fees, costs, expenses, and other liabilities incurred in connection with the formation and organization of, or sale of interests in and capital raising of, such Client, including in certain circumstances, formation of its general partner or similar person, and further including commissions, costs, and all out-of-pocket legal, accounting, filing, printing, electronic database, travel (which can include expenses for the use of private aircraft, first class or business class travel), accommodation, meal and event or other entertainment expenses relating to any of the foregoing activities, incurred by, or benefitting TCM professionals and third parties (including, but not limited to, actual and potential investors, investment committee members, portfolio company management, advisors, consultants, agents and/or vendors) and other similar fees, costs and expenses. Not all Clients will have the same fees, costs and expenses, however, most fee-bearing Clients will typically receive a reduction in future gross management fees in respect of placement agent fees (on a dollar-for-dollar basis, but not below zero) and a portion of such organizational expenses (in excess of specific amounts as provided for in their governing documents). Partnership Expenses. In addition, each Client, subject to its governing documents, will typically pay or otherwise bear all fees, costs, expenses and other liabilities arising in connection with its operations (collectively, the “Partnership Expenses”), other than certain expenses specified as “General Partner Expenses” in such Client’s governing documents. Generally, General Partner Expenses include: (a) salary, wages, guaranteed payments, payroll taxes, bonuses, employee benefits and other compensation of the investment personnel and other employees of a Client’s general partner (if any) and TCM involved in the business and affairs of any Client; and (b) any related overhead necessary for Clients’ operations, such as rent, utilities, property insurance, furnishings, office supplies and equipment and other similar expenses, in each case, except with respect to any specified expenses that constitute “Partnership Expenses” under such Clients’ operating documents. The Partnership Expenses of a particular Client are set forth in its constituent documents and could vary, and has varied, from Client to Client, but will generally include, without limitation, the following:

(i)

all fees, costs, expenses and other liabilities or obligations resulting from or arising in connection with: (a) developing, negotiating, and structuring consummated and unconsummated investments; and (b) making, holding and disposing of actual portfolio investments; which include, without limitation, any financing (including commitment fees or interests or penalties on any borrowings), legal, investment banking, accounting, due diligence, advisory, placement fees and expenses, consulting fees and expenses, brokerage commissions and custodial expenses, and other similar fees, costs and expenses in connection therewith (including any broken deal expenses relating to unconsummated investments), as well as the costs and expenses of industry-specific business conferences, intelligence, market data, information service providers, relevant news or third-party research services and related terminals for the delivery of such services;

(ii)

all fees, costs and expenses of tax advisors, legal counsel (including, in certain circumstances, in-house legal counsel relating to portfolio company matters), accountants, auditors, consultants, third party administrators and other advisors and professionals, including fees, costs and expenses of members of the Trilantic Advisory Boards, including the Founders Council, Senior Advisors or operating executives and any costs related to compliance with any environmental, social or governance or other investment considerations and policies applicable to such Client or TCM affiliates;

(iii)

all fees, costs and expenses of holding meetings of a Client and a Client’s LP Advisory Committee, if any (including speaker fees and gifts available to meeting attendees, as well as certain fees, costs and expenses of a Client’s investors or LP Advisory Committee);

(iv)

all fees, costs and expenses of any non-TCM employee on the Investment Committees of any Clients (including where applicable, members appointed by Reinet);

(v)

all fees, costs and expenses incurred in connection with communications with Client investors (including fees, costs and expenses of maintaining any web-based investor platform), reporting to Client investors, responding to investor inquiries, investor-specific reporting requests or due diligence requests or questionnaires, or compliance with side letter provisions and any “most favored nations” provision election process;

(vi)

all fees, costs and expenses incurred in connection with meetings with Client investors or actual or potential portfolio company management;

(vii)

all costs, fees and expenses of any litigation, directors and officers liability or other insurance and any indemnification (including any indemnification granted to any third-party) or extraordinary expense or liability relating to the affairs of a Client;

(viii)

any taxes, fees or other governmental charges (including interest and penalties) levied against a Client, any tax audit, investigation, settlement or review of a Client or any of its tax returns and Schedules K-1 (and similar schedules), including expenses incurred in connection with providing investors on-line or electronic access to information and reporting relating to a Client (including any upgrades and customizations related thereto);

(ix)

certain fees, costs and expenses (including legal fees, costs and expenses) incurred to comply with any applicable law, rule or regulation or directive relating to the activities of a Client, including regulatory expenses of TCM or any general partner of a Client (but excluding any expenses related to the preparation and filing of Form ADV and related U.S. regulatory filings), expenses related to the preparation of Form PF and similar U.S. and non-U.S. regulatory filings; expenses relating to compliance with any anti-money laundering or similar KYC requirements, expenses advisable or required to be incurred in order to comply with the term of the Alternative Investment Fund Manager Directive (“AIFMD”), the U.K.’s Alternative Investment Fund Managers Regulations 2013 (SI 2013/17739), any Swiss representative and paying agent appointed pursuant to the Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended) and/or the Financial Services Act 2018, including any law, rule or regulation related to the implementation thereof in any jurisdiction) or law, rules or regulations implemented or promulgated in any applicable jurisdiction in relation thereto (including the fees, costs or expenses of any depositary required in connection therewith) or any other regulatory requirement (including regulatory filings, “blue sky” filings and related out-ofpocket or other expenses of such Client, its general partner or similar person and/or investment advisor) and expenses related to or in connection with any litigation or governmental inquiry, investigation or proceeding involving such Client (including the amount of any judgments, settlements or fines paid in connection therewith);

(x)

any expenses related to the making of temporary investments or hedging transactions;

(xi)

all fees, costs or expenses incurred in connection with any restructuring or amendments to the constituent documents of a Client and related entities;

(xii)

all expenses relating to transfers of or defaults by investors; and

(xiii)

all expenses of dissolving, liquidating, winding-up and terminating a Client and related entities.

In addition, Partnership Expenses borne by Clients typically include costs and expenses of travel (which can include, and have included, expenses for the use of private aircraft, first or business class travel), accommodation, personal and business meals and event or other entertainment expenses relating to any of the foregoing activities, incurred by, or benefitting TCM professionals and third parties (including, but not limited to, actual and potential investors, investment committee members, portfolio company management, advisors, consultants, agents and/or vendors). Additional allowable expenses or carve outs to the expenses listed above are included under the terms of a Client’s governing documents. TCM has discretion to initially pay (and has in the past paid) any fees and expenses to be borne by Clients and is then subsequently reimbursed by Clients. TCM can also determine to bear all or any portion of expenses that would otherwise be considered Partnership Expenses, in its sole discretion (and has in the past borne a portion of such expenses). This list is not intended to be exhaustive; in addition to fees and expenses described herein, investors should review all fees charged by TCM, its affiliates, and others described in the confidential offering memorandum and governing documents of each applicable Client to fully understand the total amount of fees to be paid by each Client and, indirectly, such Client’s investors. The fees and expenses borne by a Client are negotiated with investors during such Client’s fundraising period. TCM has adopted certain processes and procedures intended to allocate expenses in the manner prescribed by the governing documents of its Clients and its internal policies, including procedures to identify and correct misallocations due to error or revised allocation methodologies. Expenses paid by Clients are generally allocated among Clients that shared in the activities generating such expenses in a manner that TCM believes to be equitable, including, but not limited to, allocating expenses based on relative capital commitments, available capital, capital under management, or by entity headcount. Under certain

circumstances, fees, costs and expenses will be specially allocated to a single Client or a subset of Clients and not all Clients, or to a single investor or subset of investors within a Client and not all investors. There is, however, no guarantee that such processes and procedures will identify any or all misallocations. To the extent misallocations are identified and one or more Clients have already paid such expenses, any reimbursements of incorrectly applied expenses will necessarily be applied at a later date and therefore Clients could bear (and have borne) incorrect allocations for an unspecified period of time. Reimbursement to a Client of any misallocated expenses will generally not include any interest on the principal amount of any misallocations. Although attempts will be made to allocate expenses on an equitable basis, such allocations will be determined by a Client’s general partner and/or TCM. In some instances, such determinations will be subjective and reasonable minds could disagree. Fees, costs and expenses relating to “broken deals” are generally only allocated to Clients that have commitments available to participate in such investment and are expected to participate in such investment. Because certain co-investment and special purpose vehicles are formed generally for a specific transaction, investors of such co-investment vehicles do not commit to invest in such vehicles unless there is a level of certainty that such transaction will not be a “broken deal” or, in certain circumstances, do not commit to such vehicle until after the investment has been consummated. Vehicles that do not have investor commitments generally do not become Clients and do not participate in broken deal expenses, and such expenses are instead borne by the Clients with available commitments for such investments and are expected to participate in such investments. In certain circumstances, one Client is expected to pay an expense or obligation common to multiple Clients and/or co-investors (including, without limitation, legal expenses for a transaction in which all such Clients and/or co-investors participate, or other fees or expenses in connection with services the benefit of which are received by other Clients and/or co-investors over time), and be reimbursed by the other Clients for their share of such expenses or obligations, without interest. To the extent a Client 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 or maintaining the facility as a whole. In certain circumstances, TCM, the relevant general partner or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from the Clients without interest, to which such expenses relate. TCM’s employees and certain of its affiliates and/or strategic partners, including Supervised Persons of TCM and/or portfolio companies of Clients, can choose to participate as purchasers of certain products and services at TCM’s negotiated rate, on the same terms and conditions as TCM and/or Clients and thus are beneficiaries of such arrangement(s) to the extent utilized and accordingly could pay (and have paid) a rate for such products and services that are below market value. Each person or entity that purchases products and services at the negotiated rate either contracts directly with the provider of those products and services and is billed separately for the products and services it purchases, or reimburses TCM for their share of actual costs, and is liable for the costs of those products and services. This practice could present a conflict of interest as it could provide TCM’s Supervised Persons an incentive to recommend certain products and services based on benefits received. TCM has a Code of Ethics, among other compliance policies, in place to address such potential conflicts of interest. From time to time, TCM’s employees, affiliates and/or strategic partners could receive (and have received) promotional items, discounts and/or other benefits from Client portfolio companies on terms not commercially available to all customers. In addition, TCM employees could benefit (and have benefited) from events or entertainment of prospective and current investors or portfolio company management personnel. TCM has a gifts and entertainment policy, among other compliance policies, in place to address potential conflicts of interest that may arise from receipt of such gifts or benefits.

Although carried interest may align the interests of TCM’s key investment professionals with those of the Clients, carried interest also creates an incentive for TCM to recommend, and the general partner or managing member of each respective Client to make, more speculative investments and/or different decisions regarding the timing and manner of the realization of such investments than would be made if such carried interest were not allocated to the general partner. TCM seeks to address these conflicts through (i) careful review of investment opportunities by Client screening committees and - investment committees, (ii) disclosure of investments to limited partners by way of written notices and quarterly reports, and (iii) equity investments by a number of TCM’s investment professionals directly, or indirectly (through the general partners or parallel partnerships) in Clients. In addition, the governing documents of the Clients and general partners that provide performance-based carried interest have “clawback” and vesting provisions. Certain Clients, by their terms, invest together and are subject to TCM’s internal investment allocation guidelines. In addition, certain Clients that are co-investment entities, invest alongside other Clients and are subject to TCM’s internal investment allocation guidelines. Please see Item 10 and Item 11 for certain conflicts of interests that could arise from the management of Clients that invest side-by-side in the same securities or otherwise transactions among Clients.

The minimum capital commitment for an investor in a Client is outlined in each respective Client’s governing documents or is otherwise determined on a case-by-case basis. Generally, the minimum commitment for third party investors in Clients has been set at $5,000,000 or $10,000,000 (or $1,000,000 for certain parallel vehicles of the Clients); however, TCM has the authority to deviate (and has deviated in the past) from these minimum commitments. In addition, Clients, TCM or Client general partners or managing members could enter (and have entered) into separate agreements, commonly referred to as “side letters”, with certain investors, to waive or supplement certain terms, or allow such investors to invest on different terms than those specifically described in the offering documents. Side letters are confidential and not shared with all investors. Investors are required to make certain representations when investing in a Client, including but not limited

to representing that (i) they are acquiring an interest for their own account, (ii) they received or had access to all information they deemed relevant to evaluate the merits and risks of the prospective investment, and (iii) they have the ability to bear the economic risk of an investment in the applicable Client.

Investments of Fund V North America, Fund VI North America, Fund VII North America and TEP II North America are limited to companies in North America; investments of Fund IV Global were primarily in companies in North America, with a minority of investments in companies in Europe. TCP Prime was formed for the purpose of acquiring a single North American portfolio company. The investment strategy includes partnering with founder, family and entrepreneur-owned businesses, providing flexible capital in control or significant minority investments, portfolio diversification (other than for Clients formed for a single portfolio investment), creating value through active post-acquisition involvement, as well as commitment to risk management and mitigation (which includes prudent use of leverage and structuring investments to preserve capital). TCM targets companies with enterprise values typically ranging from $100 million to $1 billion and seeks to recommend to Clients equity investments in these companies generally ranging from $50 million to $200 million per investment; however, TCM has the authority to deviate (and has deviated in the past) from these targets. Target equity investments represent the collective target across all Clients investing in such investment. TCM’s Clients make investments via equity and equity-oriented securities, including common stock, preferred stock, debt securities purchased in connection with equity and equity-oriented investments (or which have equity-like returns), bridge financings, and temporary investments in mezzanine securities. TCM seeks to partner alongside management teams that TCM believes have a compelling vision and business strategy, a well-developed framework for execution, extensive industry and operating experience and an established performance record. TCM’s investment team has a long history of backing management teams it believes to be exceptional to acquire or form new businesses in attractive or dislocated industries. TCM seeks to recommend investments to its Clients in businesses with strong market positions, unique franchises, secure and growing market niches or distinctive products and services. TCM believes the historical performance and prospects of a business should support a reasonable valuation that permits the achievement of target investment-level return objectives. TCM places emphasis on business fundamentals and opportunities for growth rather than what it believes may appear to be bargains or undervalued assets. TCM aims to use debt financing prudently with the objective of allowing a portfolio company the flexibility to adapt to unforeseen economic conditions and to execute its business plan. TCM looks to provide an appropriate capital structure tailored to a portfolio company and the industry in which it operates. TCM’s Clients may make and have made majority or control investments and significant minority investments. Through board representation and shareholder rights, TCM requires its Clients to obtain control or significant influence over decisions that TCM believes could affect the value of an investment. In addition, TCM recognizes that environmental, social and governance (“ESG”) considerations can have a meaningful impact on an investment’s ability to generate or maintain economic value, as well as environmental and social value for itself, its Clients and Client investors, and therefore TCM considers ESG analysis an important component of its investment approach. TCM considers material ESG issues in the course of its due diligence and in the monitoring of its investments to the extent reasonably practical under the circumstances, in addition to other business issues. Finally, TCM believes an analysis of exit alternatives

is integral to the evaluation of an investment and seeks to position its Clients’ portfolio companies for sale via the public or private markets within a three to five-year time frame, but could, and has in the past, varied from this timeframe on a case-by-case basis. All investments involve a high degree of risk and the investment strategy offered by TCM could lose money over short or even long periods of time. An investment in any Client should only be considered by prospective investors who can afford a loss of their entire investment. The description contained below is a brief overview of several risks related to TCM’s investment strategy – additional and more specific risks are generally included in the private placement memoranda of Clients. General Market, Business and Management Risk. Investments in portfolio companies subject Clients to the general risks associated with the underlying businesses, including market conditions, changes in regulatory requirements, reliance on management at the portfolio company level, interest rate and currency fluctuations, equity price and/or commodity price fluctuations, general economic downturns, domestic and foreign political situations and other factors, which may or may not be known at the time of investment. Clients have incurred and may continue to incur expenses in currencies other than the U.S. Dollar and as such are exposed to currency risk if the foreign exchange rates move significantly from the date of the expense to the date of the settlement. Clients’ investments are indirectly exposed to market price risk arising from uncertainties about future values of the investments held by these entities or their subsidiaries. In addition, a Client’s strategy in some portfolio investments could be based, in part, on the premise that appropriate businesses and assets will be available for purchase by the Client at favorable prices. Further, TCM’s strategy relies, in part, on the existence of market conditions conducive to generating favorable prices during the term of a Client. No assurance can be given, however, that appropriate businesses and assets can be acquired at favorable prices as this will depend, in part, on events and factors outside the control of TCM. With respect to management at the portfolio company level, many portfolio companies rely on the services of a limited number of key individuals, the loss of any one of whom could significantly adversely affect the portfolio company’s performance. While in all cases TCM monitors portfolio company management, management of each portfolio company has day-to-day responsibility of such portfolio company. Clients’ cash is subject to credit risk of the institution where the cash is held. Clients are also subject to the credit risk of individuals or entities which have significant obligations to Clients, including obligations of Clients to other Clients, such as situations where Clients invest side-by-side in portfolio companies. Financial Services Industry Uncertainty. The U.S. financial services industry entered into a new period of uncertainty following a number of regional bank closures and receiverships in 2023 and 2024. The actual and potential consequences of these closures and receiverships include limited liquidity, defaults, nonperformance and other adverse developments amongst these financial institutions, giving rise to similar liquidity constraints and adverse developments among their transactional counterparties and customers. Concerns generally about these institutions, counterparties and customers – actual or perceived – have lead and may continue in the future to lead to market-wide liquidity problems. Specifically, in 2023, certain banks experienced liquidity constraints and/or were placed into receivership. Depositors of financial institutions that are placed into receivership may experience longer delays in accessing their funds and may suffer losses with respect to uninsured deposits. In addition, borrowers under credit agreements, letters of credit and certain other financial instruments, a financial institution that is placed into receivership by the U.S. Federal Deposit Insurance Corporation (“FDIC”) may be unable to or may be delayed in accessing undrawn amounts thereunder.

Accordingly, an investment into any Client is subject to the risk that one or more banks, investment banks, brokers, hedging counterparties, lenders or other custodians of cash and other assets with whom such Client (or one or more of its portfolio companies) does business (each, a “Financial Institution”) fail to perform their obligations or experience closure, receivership, bankruptcy or any other form of financial distress or difficulty, including insolvency (each, a “Distress Event”). Distress Events can be caused by a variety of factors, including eroding market sentiment, significant deposit withdrawals, fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, Clients and/or their portfolio companies may not be able to access deposits, draw upon borrowing facilities or have access to other services for an extended period of time or ever. For example, if any of a Client’s lenders were to be placed into receivership or bankruptcy, such Client could be unable to access existing committed credit lines. In addition, if any of a Client’s investors or other parties with whom a Client conducts business are unable to access funds or credit lines with a Financial Institution, such parties’ ability to meet their obligations to such Client or to enter into new arrangements requiring additional capital or payments to such Client could be adversely affected. In this regard, counterparties to credit agreements and arrangements with distressed banks, and third parties such as beneficiaries of letters of credit (among others), could experience direct impacts from the closure of such distressed banks. Therefore, uncertainty remains over liquidity concerns in the broader financial services industry. Similar impacts have occurred in the past, such as during the 2008-2010 financial crisis. Although deposits with an FDIC-insured bank are insured to applicable limits, which are generally $250,000 per depositor and per ownership category, and securities and cash held by certain broker-dealers are insured by Securities Investor Protection Corporation (“SIPC”), amounts in excess of the relevant insurance limit are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be attempted, and if it is, there can be no assurance that it will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. It is also possible that there will be further involvement of governmental and other regulatory authorities in financial markets in the United States and/or around the world. The economic circumstances described above could continue or worsen in the future, and changes in general economic conditions are likely to affect Client activities, as well as those of portfolio companies. For example, a Distress Event could have a potentially adverse effect on the ability of TCM to manage Clients and their investments, and on the ability of TCM, Clients and/or their portfolio companies to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. Such losses have the potential to include Clients bearing additional fees and expenses in the event Clients are not able to close a transaction (whether due to the inability to draw capital on a subscription facility provided by a Financial Institution experiencing a Distress Event, the inability or unwillingness of investors to make capital contributions or otherwise), as well the inability of Clients to acquire or dispose of investments at prices that the applicable general partner believes reflect the fair value of such investments and/or the inability of portfolio companies to fund working capital needs (e.g., payroll), fulfill obligations or maintain operations. TCM expects to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, however, there can be no assurance that such remedies will be successful, permitted under applicable law or avoid losses or delays. In addition, many Financial Institutions require, as a condition to using their services or otherwise, that its customers 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 TCM seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to Clients and their portfolio companies, TCM is under no obligation to use a minimum number of Financial Institutions with respect to Clients (and/or their portfolio companies), or to maintain account balances at or below the relevant insured amounts.

Enhanced Scrutiny and Regulations of the Private Funds and Financial Services Industries. The growth of the private funds industry, and the increasing size and reach of transactions, as well as the increased attention to private funds, has prompted governmental and public attention to the private funds industry and its practices over the past decade. In particular, on July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). This comprehensive reform of the United States’ financial regulatory system, among other things, requires registration with the SEC of advisers to private funds whose assets under management exceed $150 million (with certain limited exceptions) and imposes reporting and record-keeping obligations with respect to the private funds they advise. The Dodd-Frank Act also imposes a number of restrictions on the relationship and activities of banking organizations with private equity and hedge funds and other provisions that affect the private funds industry, either directly or indirectly. The Dodd-Frank Act, as well as other legislation, including AIFMD, could have an adverse effect on the private funds industry generally and/or on Clients, their general partners, TCM or one or more of their respective affiliates (including the senior investment professionals), and there can be no assurance that any such effect with not be adverse or otherwise impede a Clients activities. In addition, as alternative asset managers have become more influential participants in the U.S. and global financial markets and economy generally, the private funds industry has been subject to criticism by some politicians, regulators and market commentators. In Germany, for example, U.S. and U.K. private equity firms are perceived by some as having been responsible for certain high profile bankruptcies as well as high levels of domestic unemployment. There have been similar concerns expressed in other European countries. Various federal, state and local agencies have examined the role of placement agents, finders and other similar private funds service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information. Furthermore, elements of organized labor and other representatives of labor unions have targeted private equity firms on a variety of matters of interest to organized labor, including with respect to affording favorable treatment or significant deference to organized labor and labor unions in dealings with portfolio companies. There can be no assurance that the foregoing will not have an adverse impact on Clients, their general partners, TCM, or any of their respective affiliates or otherwise impede a Client’s activities. This increased political and regulatory scrutiny of the private funds industry was particularly acute during the global financial crisis. For example, in addition to the U.S. and European legislation described above, other jurisdictions have proposed modernizing financial regulations that have called for, among other things, increased regulation of and disclosure with respect to, and possibly registration of, hedge funds and private equity funds. There is a risk, therefore, that regulatory agencies in the United States, Europe or elsewhere could continue to adopt burdensome laws (including tax laws) or regulations, or could implement changes in law or regulation, or could pursue interpretation or the enforcement thereof, which are specifically targeted at the private funds industry. Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of TCM and the Clients. Such current and future rulemaking is expected to impact TCM and its affiliates, the Clients and/or their investments, and the Clients have the potential to bear significant increased costs as a result of such rules. In summary, regulation generally as well as regulation more specifically addressed to the private funds industry, including tax laws and regulation, whether in the United States or abroad, could increase the cost of acquiring, holding or divesting Client’s investments in any portfolio companies, the profitability of such enterprises and the cost of operating Clients. Additional regulation could also increase the risk of thirdparty litigation. The transactional nature of the business of the Clients exposes the Clients, their general

partners, TCM and each of their respective affiliates (including the senior investment professionals) generally to the risks of third-party litigation. Uncertain Economic, Social and Political Environment. The global economic and political climate can be uncertain. Consumer, corporate and financial confidence could 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 could lead to or extend a localized or global economic downturn. A climate of uncertainty could reduce the availability of potential investment opportunities, and increase the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn could have an adverse effect on the economy generally and on the ability of the Client and the Portfolio Company to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This could slow the rate of future investments by currently investing Clients and result in longer holding periods for its investments. Furthermore, such uncertainty or general economic downturn could have an adverse effect upon the TCM, Clients or their investments. International Conflicts and Geopolitical Events. Wars and other international conflicts, such as the US’ military operations in Iran and surrounding countries, 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, 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 Clients 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 Clients. 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 Client 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 Client intends to pursue, all of which could adversely affect the Client’s ability to fulfill its investment objectives. Outbreaks of Infectious or Contagious Diseases. 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 could result in significant losses to the Clients. 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 condition 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 Clients. The extent of the impact on the Clients’ 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 could 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 could limit the ability of the Clients to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions could constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Clients intend to pursue, all of which could adversely affect the Clients’ ability to fulfill their investment objectives. They could 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 Clients, their portfolio companies, the general partners and TCM could be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remoteworking requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures could 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. Lack of Diversification. Clients formed for a specific portfolio investment, such as TCP Prime and single asset co-invest vehicles, typically have no diversification of investments. TCM expects that other Clients will have a portfolio that has targeted, but not absolute, diversification. A Client’s portfolio investments could include a small number of large positions. While this portfolio concentration may enhance total returns to investors of such Client, if any large position has a material loss, then returns to the investors may be lower than if they had invested in a more diversified portfolio. In addition, the Clients have targeted geographic and business sectors. Fund V North America, Fund VI North America, Fund VI CV North America, Fund VII North America, TEP II North America and their respective successors have made and will make investments in North America only. Fund V North America and Fund VI North America have generally targeted investments in the following industry sectors, although investments have been and may be made in other sectors or subsectors as well: business services, consumer and energy. Fund VII North America has generally targeted investments in the business and consumer services sectors. TEP II North America has generally targeted investments in the energy sector. Fund VI CV North America, in addition to co-investing in all Fund VI North America investments, will generally target new investments in the business and consumer services sectors. Any Client’s investments concentrated within a particular industry or related group of industries (e.g., the energy sector), could be (and have been) subject to greater market fluctuations than an investment in a portfolio of securities representing a broader range of industries. Compliance Failures. TCM and its related persons are regulated entities, and any compliance failures or other inappropriate behavior by them may have a material adverse effect on a Client. The provision of investment management services is regulated in most relevant jurisdictions, and TCM must maintain their regulatory authorizations to continue to be involved both in the management of a Client’s investments and to continue TCM’s businesses generally. TCM’s ability to execute investment transactions for a Client, and investor sentiment with respect to a Client, may be adversely affected by negative publicity arising from any regulatory compliance failures or other inappropriate behavior by any TCM related person or TCM investment professionals. Liquidity Issues. Clients’ portfolio investments primarily include illiquid, non-publicly traded securities. Since these investments are illiquid, the investments can be subject to a variety of restrictions on resale and there can be no assurance that Clients will be able to realize the stated value of such investments in a timely manner or at all. Risks affecting these portfolio companies include, but are not limited to, increasing competition, rapid changes in technology, changes in economic conditions and macroeconomic factors in

the portfolio companies’ countries of operations, as well as political risk. Certain investments could have foreign currency risk to the extent they conduct business transactions in currencies other than their functional currency. These factors could have a negative effect on the ultimate realizable value of Clients’ investments and the timing of exit. Highly Competitive Market for Investment Opportunities and Realizations. The activity of identifying, completing and realizing on attractive private equity investments is highly competitive and involves a high degree of uncertainty. The Clients face competition from numerous competitors in all fields of activity. Certain Clients can make only certain follow-on investments relating to existing portfolio companies. Fund VII North America’s investment period commenced in October 2023 and could make additional investments to the extent capital is recycled. Fund VI CV North America’s investment period for new investments commenced on March 4, 2026. The investing Clients are and expect to continue to be competing for investments with a variety of other investment vehicles, as well as individuals, financial institutions and other institutional investors. Additional clients with similar investment objectives may be formed in the future by other parties. There can be no assurance any Client will be able to identify or consummate investments that satisfy such Client’s investment criteria, that such Fund will be able to invest fully its available capital or successfully realize on its investments. Valuation of Assets. The assessments of the fair value of the assets of the Clients will affect the Clients’ reported performance. Most of the securities owned by Clients will have no, or a limited, liquid market, and the fair value of such investments may not be readily determinable. When estimating fair value, TCM will consider various methodologies based on its best judgment that is appropriate in light of the nature, facts and circumstance of each portfolio investment. Valuations are subject to multiple levels of review for approval (including approval by the applicable Client’s valuation committee and certain limited review by third party valuation firms). While ensuring that portfolio investments are fairly valued is an important focus of TCM, there is no assurance that the fair value assigned to an investment at a certain time will accurately reflect the value that will be realized by a Client upon the eventual disposition of the investment and the reported performance of a Client could be adversely affected if such assessments are materially higher than the value ultimately realized upon the disposition of the investment. Specifically, for purposes of financial reporting that is compliant with U.S. generally accepted accounting principles (“GAAP”), TCM is required to follow the requirements for valuation set forth in Accounting Standards Codification 820 (“ASC 820”), “Fair Value Measurements and Disclosures” (formerly, Financial Accounting Standards No. 157, “Fair Value Measurements”), which defines and establishes a framework for measuring fair value under GAAP and expands financial statement disclosure requirements relating to fair value measurements. Additional Financial Accounting Standards Board (“FASB”) Statements and guidance and additional provisions of GAAP adopted in the future may also impose additional, or different, specific requirements as to the valuation of assets and liabilities for purposes of GAAP-compliant financial reporting. Except as described below, TCM and its affiliates will apply ASC 820 and other relevant FASB statements and guidance to the valuation of a Client’s assets and liabilities. Notwithstanding the foregoing, TCM or its affiliates could determine in certain instances to assign to a particular asset or liability a different value under the terms of the operative agreement of a specific Client than the value assigned to such asset or liability for financial reporting purposes (in particular, the value assigned to such asset or liability as required by GAAP). In particular, TCM or its affiliates, as applicable, has discretion on whether to apply GAAP when determining whether an asset has been disposed of (e.g., whether it has declined in value for the purposes of determining distributions (including, without limitation, distributions of carried interest, if any) and management fees payable, if any, by a Client). Accordingly, investors in a Client should only expect such assets or liabilities to be valued in accordance with GAAP for purposes of preparing a Client’s GAAP-compliant audited financial statements. Otherwise, except as expressly required by the terms of a Client’s operative agreements, TCM or its applicable affiliated Client

general partner could assign (and have assigned) such assets or liabilities a different value for all other purposes, without regard to any GAAP requirements relating to the determination of fair value. In addition, a Client may not use GAAP when determining certain tax positions. TCM has established and maintains a Valuation Policy that is available upon request to Client investors. 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 Clients 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 Client 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. Credit Markets Risk. Conditions in the credit markets may have a significant impact on the business of a Client. The credit markets have experienced a variety of difficulties and changed economic conditions in recent years that have adversely affected the performance and market value of many securities and financial instruments. There can be no assurance that a Client will not suffer material adverse effects from broad and rapid changes in market conditions in the future. Among other things, the level of investment opportunities may decline from a Client’s general partner’s current expectations. As a result, fewer investment opportunities may be available to a Client. One possible consequence is that a Client may take a larger than anticipated period to invest its available capital, as a result of which, at least for some period of time, a Client’s investment portfolio may be relatively concentrated in a limited number of investments. Consequently, during this period, the returns realized by limited partners may be materially adversely affected by the unfavorable performance of a small number of these investments. Inflation and Deflation. 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. Certain countries, including the U.S., have recently seen increased levels of inflation, and persistently high levels of inflation could have a material and adverse impact on a Client’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, the 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, the 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 applicable to certain Clients 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 performancebased compensation increases. 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 a Client invests and may make defaults more likely, which may result in a decline in the value of a Client’s investments. Reliance on TCM and Key Personnel. Decisions made with respect to the management of Clients will be made by TCM and general partners or managing members of Clients (“TCM Affiliates”). The TCM

Affiliates will have exclusive ultimate responsibility for Client activities, including with respect to engagement of subadvisors and other consultants. Other than as set forth in each Client’s governing document, investors will not be able to make investment or other decisions with respect to the management of Clients. The success of TCM Affiliates will depend on the ability of the TCM Affiliates, their key personnel (“Key Persons”) and other investment professionals to identify and consummate suitable investments, to improve the operating performance of portfolio companies and to dispose of the investments of Clients at a profit. The loss of the services of one or more of the Key Persons or such other persons could have an adverse impact on a Client’s ability to realize its investment objectives. There can be no assurance that each of the Key Persons and other investment professionals will continue to be associated with TCM throughout a Client’s anticipated term (and certain Key Persons have in the past departed from TCM through the investment life of Clients). Possibility of Misconduct of Employees and Service Providers. Misconduct by employees of the Client’s general partner, TCM, service providers to a Client and/or their respective affiliates could cause significant losses to a Client. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by a Client, the improper use or disclosure of confidential, personal or material non-public information, which could result in litigation or serious financial harm, including limiting a Client’s business prospects or future marketing activities, and noncompliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to a Client. Trilantic North America has controls and procedures through which it seeks to minimize the risk of such misconduct occurring; however, no assurances can be given that the Client’s general partner or TCM will be able to identify or prevent such misconduct. Middle Market Companies. A significant component of the Clients’ investment objectives is to invest in middle market companies. A Client’s focus on “middle market companies” will generally include companies for which enterprise values range from $100 million to $1 billion. Although investments in middle market companies may present greater opportunities for growth, such investments may also entail larger risks than are customarily associated with investments in larger companies. Middle market companies may have relatively limited product lines, markets, and financial and other resources. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. In addition, future growth may be dependent on additional financing, which may not be available on acceptable terms when required. Further, there is ordinarily a more limited marketplace for the sale of securities in smaller, private companies, which may make realizations of investments in such companies more difficult. In addition, the relative illiquidity of private equity investments generally, and the somewhat greater illiquidity of private investments in middle market companies, could make it difficult for a Client to react quickly to negative economic or political developments. Investments in Growth-Equity Companies. Most Clients’ strategy includes targeting growth-equity investments. While growth-equity 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. Growth-equity portfolio companies could 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. Growth-equity portfolio companies may face intense competition, including from companies with greater financial resources, better brand recognition, more extensive development, marketing and service capabilities and a larger number of qualified managerial and technical personnel.

Investments in Less Established Companies. A Client could invest (and certain Clients have invested) a portion of its assets (or, with respect to Clients formed for a single portfolio company, all of its assets) in the securities of less established companies, or early stage companies. Investments in such early stage companies may involve greater risks than those generally associated with investments in more established companies. For instance, less established companies tend to have smaller capitalizations and fewer resources and, therefore, are often more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. In the case of start-up enterprises, such companies may not have significant or any operating revenues. In addition, less mature companies could be more susceptible to irregular accounting or other fraudulent practices. Furthermore, to the extent there is any public market for the securities held by a Client, securities of less established companies may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Some of the portfolio investments made or expected to be made by a Client should be considered highly speculative and may result in (and has in the past resulted in) the loss of a Client’s entire investment therein. There can be no assurance that any such losses will be offset by gains (if any) realized on a Client’s other investments, if any, and in certain Clients, such losses have not been offset by gains. Investments in Restructurings or Underperforming Companies. A Client could make (and certain Clients have made) investments in companies that are experiencing or are expected to experience financial difficulties, which such companies may never overcome. Such investments could, in certain circumstances, subject a Client to additional potential liabilities, which may exceed the value of a Client’s original investment therein. Such investments of a Client could also be subject to U.S. federal bankruptcy law and U.S. state fraudulent transfer laws, which may vary from state to state, if the securities relating to such investments were issued with the intent of hindering, delaying or defrauding creditors or, in certain circumstances, if the issuer receives less than reasonably equivalent value or fair consideration in return for issuing such securities. If such investments constitute debt and such debt is used for a buyout of shareholders, this risk is greater than if the debt proceeds are used for day-to-day operations or organic growth. If a court were to find that the issuance of the securities was a fraudulent transfer or conveyance, the court could void the payment obligations under the securities, further subordinate the securities to other existing and future indebtedness of the issuer or require a Client to repay any amounts received by it with respect to the securities. In the event of a finding that a fraudulent transfer or conveyance occurred, a Client may not receive any repayment on the securities. Under Section 363 of Title 11 of the United States Code, as amended (the “Bankruptcy Code”), a lender that has inappropriately exercised control of the management and policies of a company may have its claims against the company subordinated or disallowed, or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to a Client and distributions by a Client to such Client’s investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Such debt may also be disallowed or subordinated to the claims of other creditors if a Client is found to have engaged in other inequitable conduct resulting in harm to other parties. A Client’s investment may be treated as equity if it is deemed to be a contribution to capital, or if a Client attempts to control the outcome of the business affairs of a company prior to its filing under the Bankruptcy Code. While a Client will attempt to avoid taking the types of action that would lead to such liability, there can be no assurance that such claims will not be asserted or that a Client will be able successfully to defend against them. Nature of Investments in the Energy Sector. Investments in the energy sector could be subject to a variety of risks, not all of which can be foreseen or quantified. Such risks could include but are not limited to: (i) the risk that the technology employed in an energy project will not be effective or efficient; (ii) uncertainty about the availability or efficacy of energy sales agreements or fuel supply agreements that may

be entered into in connection with a project; (iii) risks that regulations affecting the energy industry will change in a manner detrimental to the industry or to a particular project; (iv) environmental liability risks related to energy properties and projects; (v) risks of equipment failures, fuel interruptions, loss of sale, and supply contracts or fuel contracts, decreases or escalations in power contract or fuel contract prices, bankruptcy of key customers or suppliers, tort liability in excess of insurance coverage, inability to obtain desirable amounts of insurance at economic rates, acts of God and other catastrophes; (vi) uncertainty about the extent, quality, and availability of oil and gas reserves; (vii) the risk that interest rates may increase, making it difficult or impossible to obtain project financing or impairing the cash flow of leveraged projects; and (viii) the risk of changes in values of companies in the energy sector whose operations are affected by changes in prices and supplies of energy fuels. The occurrence of events related to the foregoing may have a material adverse effect on a Client and its investments. Nature of Investments in the Energy Exploration. Certain Clients invest in companies that engage in oil and gas exploration, and therefore such companies could be subject to the risks inherent in acquiring or developing recoverable oil and natural gas reserves, including capital expenditures for the identification and acquisitions of projects, the drilling and completion of wells, and the conduct of development and production operations. There is no way to predict in advance of drilling and testing whether any particular location will yield oil, natural gas or natural gas liquids in sufficient quantities to recover land acquisition, drilling or completion costs or to be economically viable. To the extent a Client invests in or receives royalty interests, such Client will generally receive revenues from those royalty interests only upon sales of oil, gas and other hydrocarbon production or upon sale of the royalty interests themselves. There can be no assurance that reserves sufficient to provide the expected royalty income will be discovered or produced. Even if sufficient amounts of oil, natural gas or natural gas liquids exist, initial production rates may not be indicative of future or long-term production rates, and the presence of unanticipated pressures or irregularities in formations, miscalculations, or accidents may cause recovery activities to be unsuccessful, which may result in losses. Moreover, oil and gas investments may have significant shortfalls in projected cash flow if oil and gas prices decline from levels projected at the time the investment is made. Various factors beyond the control of a Client’s general partner, TCM and the Clients will affect prices of oil, natural gas and natural gas liquids. Nature of Investments in the Business Services, Consumer Services and Consumer Sector. Investments in the business services, consumer services and consumer sectors may be subject to a variety of risks, not all of which can be foreseen or quantified. Such risks could include but are not limited to: (i) low barriers to entry; (ii) a disproportionate reliance on discretionary consumer spending; (iii) reliance on marketing and branding; (iv) reliance on search engine optimization and social networking; (v) enhanced risks relating to the ability to safeguard sensitive customer information; (vi) fluctuation in commodity prices and supply chain costs; and (vii) significant reliance on third party vendors. Cybersecurity. Cybersecurity risks for investment funds have increased significantly in recent years because of, among other things: the proliferation of the internet and telecommunications technologies to conduct financial transactions; the dependence of the portfolio companies on internet-connected technologies that are susceptible to disruption from cybersecurity threats; the degree to which investment managers collect and maintain proprietary data, nonpublic data, and data compilations; and the increased sophistication and activities of organized crime, hackers, terrorists, and other external parties, including foreign state actors. Accordingly, TCM, Clients, portfolio companies and their respective affiliates will face cybersecurity threats to gain unauthorized access to sensitive information and systems, including, without limitation, information regarding the investors’ and Clients’ investment activities, or to render data or systems unusable, which could result in significant losses. If such events materialize, they could lead to losses of sensitive information or capabilities essential to the operations of TCM, Clients, portfolio companies or their respective affiliates, and could have a material adverse effect on their reputations, financial positions, results of operations or cash flows, and could lead to financial losses from remedial

actions, loss of business, potential liability, or the disclosure of investor personal information. Similarly, the public perception that TCM, a Client or a portfolio company have been the target of a cybersecurity threat, whether successful or not, could have a material adverse effect on their reputations and could lead to financial losses from loss of business, depending on the nature and severity of the threat. Cybersecurity attacks are evolving and include, but are not limited to, computer viruses, malicious or destructive code, phishing attacks, denial of service or information, attempts to gain unauthorized access to data, improper access by employees or vendors or other electronic security breaches that could lead to: disruptions in network access or business operations; unauthorized collection, monitoring, use or release of confidential or otherwise protected information; or loss, destruction or corruption of data. TCM’s or portfolio companies’ controls and procedures, business continuity systems, and data security systems could prove to be inadequate. These problems could arise in both TCM or a portfolio company’s internally developed systems and the systems of third-party Service Providers, upon which TCM or a portfolio company rely. Given the variety and potential severity of cybersecurity threats, TCM, portfolio companies and the third-party Service Providers upon which they rely might not have adequate insurance coverage to compensate against all losses. The Service Providers of TCM, Clients and/or their respective affiliates are subject to the same electronic information security threats as TCM, Clients and/or their respective affiliates. If a Service Provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of a Client and personally identifiable information of the limited partners may be lost or improperly accessed, used or disclosed. Data Privacy and Cybersecurity Laws. Clients, the general partners of Clients, TCM and the Client portfolio companies’ collection, storage, maintenance and other processing of personal information, and reliance on technology, including third-party processors and cloud-based services to, among other things, collect, store, maintain, use, handle, transfer and otherwise process personal information, imposes legal and regulatory risks. Legal requirements relating to the collection, storage, usage, handling, transfer and other processing of personal information continue to evolve and may impose costly compliance burdens on a Client, the general partners Clients, TCM and/or a Client’s portfolio companies. Clients, the general partners of Clients, TCM and/or a Client’s portfolio companies are, and may become, subject to existing and new federal, state and international laws, rules, legislation, regulations or requirements concerning the information and data they may store, maintain or otherwise process. For example, the European Union General Data Protection Regulation (“GDPR”) includes a range of compliance obligations regarding the processing of personal data, and imposes significant financial penalties for non-compliance. In addition, following the U.K.’s formal withdrawal from the EU, the U.K. General Data Protection Regulation (i.e., a version of the GDPR as implemented into U.K. law) (the “UK GDPR”) went into effect. While the GDPR and UK GDPR remain substantially similar for the time being, the U.K. government has announced that it would seek to chart its own path on data protection and reform its relevant laws, including in ways that may differ from the GDPR. In the United States, at the federal level, Clients, the general partners of Clients, TCM and portfolio companies of Clients are subject to various rules and regulations, including those promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to data privacy and cybersecurity. Additionally, the Gramm-Leach-Bliley Act of 1999 (along with its implementing regulations) (collectively, the “GBLA”) restricts certain collection, storage, use, disclosure and other processing of personal information, requires notice to individuals of privacy practices and provides individuals with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally protected information. These rules also impose requirements for the safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines.

An amendment to Regulation S-P, an implementing regulation promulgated under the GLBA, was adopted by the SEC on May 16, 2024 and requires advisers to, among other things, adopt and implement an incident response program as part of their formal cybersecurity policies and procedures and report data breaches to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization within 30 days of becoming aware of such data breach. The United States Congress also is considering, and may in the future consider, various proposals for privacy, data protection and cybersecurity legislation. At the state level, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”) provides California residents with certain individual privacy rights and imposes privacy, data protection and cybersecurity obligations on covered companies. The CCPA requires covered companies to provide certain disclosures to California residents about such companies’ data collection, use, sharing and other processing practices and to provide California residents with ways to opt-out of certain sales or transfers of their personal information, and provides California residents with certain additional causes of action. As currently written, the CCPA may impact the policies of Clients, the general partners of Clients, TCM and portfolio companies of Clients with respect to the processing of personal information. Numerous other states have also enacted, or are considering enacting, their own comprehensive laws relating to privacy, data protection and cybersecurity. In addition, the Clients, the general partners of Clients, TCM and portfolio companies of Clients are subject to privacy, data protection and cybersecurity laws and regulations passed by many states, and by certain countries outside the U.S., that require enhanced levels of cybersecurity and notification to users and/or regulators when there is a cybersecurity incident or cyberattack involving personal information, including the New York SHIELD Act. The cumulative effects of the GDPR, the UK GDPR, the CCPA and other recently adopted data privacy and cybersecurity laws and regulations include an increased ability of individuals, relative to companies, to control the use of their personal information; increased obligations of companies to maintain the privacy and security of personal information; and increased exposure to regulatory action, litigation, fines, damages or reputational harm for companies that do not afford individuals their specified privacy rights, that experience data breaches or that do not maintain cybersecurity practices at certain required levels. The global data protection landscape continues to be in flux, resulting in the potential for significant operational costs for internal compliance and risk to our business. Clients, the general partners of Clients and TCM will endeavor to implement and maintain systems designed to comply with all applicable legal and regulatory obligations, both those adopted to date and those that may be adopted in the future, but there can be no assurance that these systems will be effective in mitigating the business impact of individuals’ increased privacy rights or in ensuring compliance with the GDPR, the UK GDPR and the CCPA and such other laws and regulations. For example, Clients, the general partners of Clients, TCM and Clients’ portfolio companies may not be able to accurately anticipate the way in which regulators and courts will apply or interpret these laws and regulations, including their applicability to Clients, the general partners of Clients, TCM and Clients’ portfolio companies. If laws or regulations are implemented, interpreted or applied in a manner inconsistent with the Client’s, the general partners of Clients, TCM’s and Clients’ portfolio companies’ policies and practices that are designed to ensure any required compliance with applicable laws and regulations, they may be subject to regulatory action or litigation, fined or ordered to change their business practices in a manner that adversely impacts their operating results. Compliance with these laws and regulations, including the obligation to timely notify stakeholders in the event of a cybersecurity incident, may divert TCM’s time and effort and entail substantial expense. Any failure or perceived failure by the Clients, the general partners of Clients, TCM and/or the Client’s portfolio companies to comply with these laws and regulations could result in negative publicity and reputational harm and may subject the Clients, the general partners of Clients, TCM and/or Clients’ portfolio companies to significant costs associated with litigation, settlements, regulatory action, judgments, liabilities and other penalties, for

which Clients, the general partners of Clients, TCM and/or Clients’ portfolio companies may not have insurance coverage. 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 TCM, the Clients 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 Clients invest, and any such changes could create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of TCM, the Clients 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 TCM, the Clients, the portfolio companies and their operations. Additionally, TCM, the Clients and the portfolio companies could be further exposed to the risks of AI Technologies if Service Providers or any counterparties, whether or not known to TCM, use AI Technologies in their business activities. TCM will not be able to control the use of AI Technologies in third-party products or services, including those provided by TCM’s and its affiliates’ Service Providers. Additionally, TCM and its personnel use AI Technologies in connection with TCM’s business activities, including to support TCM’s due diligence and investment activities. 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 TCM, the Clients and/or the portfolio companies. In addition, use of AI Technologies poses various risks related to confidentiality, privacy and cybersecurity. TCM 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 TCM, the Clients 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 TCM, the Clients and the portfolio companies. Environmental, Social and Governance Matters. TCM maintains an ESG policy (the “ESG Policy”) that it first adopted in 2021 (and has been amended over time), and which applies to portfolio investments beginning with Fund VI North America. TCM will endeavor to apply its ESG policy across a Client’s investment activities where the portfolio company has operational control and where commercially practicable, consistent with its ESG policy and subject to its fiduciary duty and any applicable legal, regulatory or contractual requirements as well as the applicability of such ESG factors to a particular investment or a Client’s investment strategy. Depending on the investment, certain ESG factors, such as greenhouse gas (“GHG”) emissions, energy management, human rights violations, community impacts, workforce health and safety, environmental compliance, bribery and corruption, and business ethics and transparency, could have a material effect on the return and risk profile of the investment. Certain aspects of the evaluation of material ESG factors are subjective by nature, and there is no guarantee that the ESG evaluation criteria utilized or judgment exercised by TCM, a Client’s general partner or a third-party ESG specialist working on behalf of TCM will reflect the beliefs, values or preferred practices of any particular limited partner or align with the beliefs, values or preferred practices of other asset managers or with market trends. Considering ESG factors when evaluating an investment may cause a Client not to make an

investment that it would have made or to make a management decision with respect to an investment differently than it would have made in the absence of such consideration. Additionally, ESG factors are only some of the many factors that TCM or Client’s general partner may consider in making an investment, and there is no guarantee consideration of ESG factors will enhance short, medium or long-term limited partner value and financial returns or mitigate risks or liabilities. Although TCM consider application of TCM’s ESG Policy, which depends in part on qualitative judgments, to be an opportunity to enhance the performance of the portfolio companies in which a Client invests over the long-term, there is no guarantee that TCM’s ESG Policy will positively impact the financial or ESG performance of any individual portfolio company or a Client as a whole. Similarly, to the extent TCM or a Client’s general partner or a third-party ESG specialist working on behalf of TCM engages with portfolio companies on ESG-related practices and potential enhancements thereto, there is no guarantee that such engagements will improve the financial or ESG-related performance of the portfolio companies. Successful engagement efforts on the part of TCM, a Client’s general partner or a third-party ESG specialist will depend on such party’s skills in properly identifying, prioritizing, assessing and analyzing material ESG and other factors and their value, and there can be no assurance that the strategy or techniques employed will be successful. The materiality of ESG risks on an individual portfolio company and on a portfolio as a whole depends on many factors, including but not limited to, the relevant industry, country, asset class and investment style. ESG factors, issues and considerations do not apply in every instance or with respect to each investment held, or proposed to be made, by a Client, and will vary greatly based on numerous criteria, including, but not limited to, country, industry, investment strategy and investment-specific characteristics. In addition, in evaluating a prospective portfolio company or the ESG performance of a portfolio company, TCM, a Client’s general partner and third-party ESG specialists often depend upon information and data provided by the company or obtained via third-party reporting or advisors, which may be incomplete or inaccurate and which could cause TCM, Client’s general partner or third-party ESG specialists to rely on estimates in the event such information is unavailable and/or incorrectly identify, prioritize, assess or analyze or omit to examine in detail the company’s ESG practices, progress and/or related risks and opportunities. TCM, Client’s general partner and third-party ESG specialists do not intend to independently verify all ESG information reported by portfolio companies or third parties, and may decide in their discretion not to utilize certain information provided by such investments. To the extent TCM or a Client’s general partner provides reports to investors on ESG matters, such reports will be based on TCM’s, such general partner’s, a thirdparty ESG consultant’s or applicable portfolio company management team’s, sole and subjective determination and assessment of material ESG matters in respect of an investment. Further, neither TCM nor a Client’s general partner is obligated to produce such reports, except as otherwise specified in a Client’s governing documents or as agreed with certain limited partners. In addition, TCM’s ESG Policy and associated procedures and practices are expected to change over time. TCM may determine in its discretion that it is not feasible or practical to implement or complete certain of its ESG initiatives based on cost, timing or other considerations. It is also possible that market dynamics or other factors will make it impractical, inadvisable or impossible for TCM or a Client’s general partner to adhere to all elements of a Client’s investment strategy, including with respect to ESG risk and opportunity management, whether with respect to one or more individual investments of a Client or to a Client’s portfolio generally. Further, ESG integration and frameworks and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, tracking tools and methodologies being implemented by other asset managers. For example, TCM’s ESG Policy does not represent a universally recognized standard for assessing ESG considerations. While TCM is a signatory to the United Nations’ Principles for Responsible Investment (the “PRI”), this framework may not align with the approach used by other asset managers or preferred by prospective investors or with future market trends. There is no guarantee that

TCM will remain a signatory to the PRI or align or comply with any ESG, responsible investing or other industry frameworks. There is also growing regulatory interest across jurisdictions, particularly in the United States, UK and the European Economic Area (the “EEA”) (which could be looked to as models in growth markets), in improving transparency around how asset managers identify, manage and disclosure sustainability risks or ESG-related risks and adverse impacts, or how they define and measure ESG performance, in order to allow investors to validate and better assess the impact of ESG factors on the performance of their clients and accounts. TCM and Clients could become subject to additional regulation in the future. The European Securities and Markets Authority also published its Sustainable Finance Roadmap for 2022 to 2024 in February 2022, and its Strategy for 2023 to 2028 in September 2022, which sets the priority areas for enforcement and specifies that tackling greenwashing and promoting transparency together constitute one of ESMA’s priorities for its sustainable finance work over that period. Neither Trilantic North America nor a Client’s general partner can guarantee that their current approach will meet future regulatory requirements, reporting frameworks or best practices. Weather and Climate Risk. Certain portfolio companies in which a Client invests may face risks from the physical impacts of climate change, such as risks posed by increasing frequency or severity of extreme weather events and rising sea levels and temperatures. Additionally, the Paris Agreement and other initiatives by international, federal, state, and local policymakers and regulatory authorities as well as private actors seeking to reduce or mitigate the effects of GHG emissions may expose certain assets to socalled “transition risks” in addition to physical risks, such as: (i) regulatory and policy risks (e.g., changing regulatory incentives and legal requirements, including with respect to GHG emissions, that could result in increased permit and compliance costs, changes in business operations or the discontinuance of certain operations); (ii) litigation risks (e.g., changing legal requirements that could result in litigation seeking monetary or injunctive relief related to climate impacts); (iii) technology and market risks (e.g., declining market for products and services seen as GHG intensive or less effective than alternatives in reducing GHG emissions or the emergence of new technologies that take into account new or expanded ESG or climate factors); and (iv) reputational risks (e.g., risks tied to changing customer or community perceptions of an asset’s relative contribution to GHG emissions). TCM 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 once undertaken or the operation of assets connected to investments, any of which could have a material adverse effect on an investment or a Client. Control Position Risk. Although non-control investments may also be made, Clients have made and certain Clients intend to make, certain investments that allow a Client to acquire control or exercise influence over management and the strategic direction of a portfolio investment. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, pension liabilities, failure to supervise management and other types of liability in which the limited liability characteristic of business operations may be ignored. The exercise of control over a portfolio investment could expose the assets of a Client to claims by the portfolio companies underlying such investments, its security holders and its creditors. While TCM intends to manage a Client to minimize exposure to these risks and takes the position that no Client is engaged in a trade or business, the possibility of successful claims cannot be precluded. Non-Control Investments and/or Investments with Third Parties in Joint Ventures and Other Entities. Clients hold, and certain Clients may in the future hold, non-controlling interests in certain portfolio companies and, although a Client may have or will seek to negotiate negative covenants and other contractual restrictions for each such portfolio company, it will primarily be the responsibility of management teams and boards of directors of such companies, which may include representation by other

investors whose interests may conflict with the interests of a Client, to operate the portfolio companies on a day-to-day basis. Accordingly, a Client will have a limited ability to protect its portfolio investments in such portfolio companies. Further, a Client may have no right to appoint a director and a limited ability to protect its interests in such companies and to influence such companies’ management. Similarly, a Client may co-invest with third parties through partnerships, joint ventures or other entities, thereby acquiring non-controlling interests in certain investments. In such cases, a Client will be significantly reliant on the existing management and board of directors of such companies, which may include representation of other financial investors with whom a Client is not affiliated and whose interests may conflict with the interests of a Client. Moreover, in the case where a Client may co-invest, such investments may involve risks not present in investments where a third party is not involved, including the possibility that a third-party partner or co-venturer may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals which are inconsistent with those of a Client, or may be in a position to take (or block) action contrary to a Client’s interests or goals. In addition, a Client may in certain circumstances be liable for the actions of its third-party partners or co-venturers. Investments made with third parties in joint ventures or other entities also may involve carried interests and/or other fees payable to such third-party partners or co-venturers. Although a Client may not have control over these investments and, therefore, may have a limited ability to protect its position therein, TCM generally expects that appropriate minority investor rights will be obtained to protect the interests of such Client to the extent possible. There can be no assurance that such minority investor rights will be available, however, or that such rights will provide sufficient protection of a Client’s interests. Director Liability. TCM expects to seek to obtain the right to appoint one or more representatives to the boards of directors (or similar governing bodies) of the portfolio companies (each, a “Board Representative”) on behalf of its Clients, which could include (and has in the past included) individuals that are not employees of TCM. In cases in which a Client is not the sole equity owner of a portfolio company, a Board Representative may have duties to persons other than a Client. In general, Board Representative positions often are important to a Client’s investment strategy and may have the effect of enhancing the ability of TCM to manage investments. However, such positions may have the effect of impairing the ability of TCM to cause Clients to sell the related securities when and upon the terms it may otherwise desire. In addition, such positions may place TCM in a position where it must make a decision that is either not in the best interests of a Client or not in the best interests of the shareholders of the portfolio company. Serving on the board of directors (or similar governing body) of a portfolio company exposes the Board Representative, and ultimately a Client, to potential liability. Portfolio companies may not obtain insurance coverage with respect to such liability, or the insurance coverage that portfolio companies do obtain may be insufficient to adequately protect against such liability. In addition, involvement in any litigation related to such liability may be time consuming and may divert the attention of affected persons from a Client’s investment activities. Active Management. Clients are expected to take majority positions, which may be alongside other investors, such as institutions, other pooled investment vehicles, and management, while providing equity financing at all stages of a company’s lifecycle. Depending upon the amount of equity owned by a Client, any relevant contractual arrangements between a portfolio company and a Client, and other relevant factual circumstances, such majority position could result in an extension of the ninety-day bankruptcy preference period to one year with respect to payments made to it. In addition, because of its equity ownership, representation on the board of directors, and/or contractual rights, a Client may often be thought to control, participate in the management of or influence the conduct of such portfolio companies. This could expose the assets of a Client to claims by such portfolio company, its other security holders, its creditors or governmental agencies. In addition, investments alongside other investors, including in the event a Client holds a majority position in such portfolio company, may involve certain additional risks not present in investments where a third party is not involved.

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 Client is permitted to invest in a portfolio company that has unfunded pension fund liabilities, and such an investment may be structured in a manner that results in a Client owning an 80% or greater interest in such portfolio company. If a Client and/or any other 80%owned portfolio companies of a Client were deemed to be liable for such pension liabilities, a Client and the portfolio companies could be adversely affected. Secondaries and other General Partner-Led Transactions. The general partners of Clients have in the past, and could in the future, seek to sponsor transactions in which limited partners are provided the opportunity to sell all or a portion of their interests in a Client and/or their indirect interests in one or more assets of such Client (the “Transaction Assets”) to one or more secondary buyers (any such transaction, a “General Partner-Led Secondary Transaction”). A General Partner-Led Transaction could be structured in a variety of different ways. One such structure is the sale of the Transaction Assets to a so-called “continuation vehicle” in which the Transaction Assets are sold to a newly formed entity (a “Continuation Vehicle”) capitalized by one or more secondary buyers, controlled by the general partner of a Client (or an affiliate) and for which TCM (or an affiliate) serves as investment manager. Another structure is a limited partner tender offer (an “LP Tender Offer”) in which a Client’s general partner presents all or certain of the limited partners of the Client with an offer from one or more secondary buyers to purchase all or a portion of each such limited partner’s interests in such Client (which purchase could be structured through a special-purpose vehicle controlled by a Client’s general partner (or one of its affiliates) and capitalized by secondary buyers). The structures of General PartnerLed Transactions are continuously evolving, and a Client’s general partner could seek to sponsor a General Partner-Led Transaction with features similar to, or different from, those described above. General PartnerLed Transactions also give rise to various conflicts of interest, some of which are described further (although the following discussion does not purport to enumerate all potential or actual conflicts of interests that arise in connection with General Partner-Led Transactions). A Client’s general partner, TCM and one or more of their respective affiliates sponsoring any such General Partner-Led Transaction (collectively, the “Trilantic North America Transaction Parties”) will have interests that differ from, or that conflict directly or indirectly with the interests of, one or more (or all) of the limited partners of such Client, and such interests are likely to give rise to incentives for the Trilantic North America Transaction Parties to recommend the applicable General Partner-Led Transaction, in addition to other conflicts of interest for the Trilantic North America Transaction Parties. By way of example only, consummation of a General Partner-Led Transaction will impact the management fees and carried interest received by Trilantic North America Transaction Parties, typically resulting in the Trilantic North America Transaction Parties receiving additional management fees and carried interest related to the Transaction Assets. If an LP Tender Offer is structured as a “stapled transaction” that requires secondary buyers to make contemporaneous capital commitments to another Client, the price offered to the Limited Partners could be adversely affected. In the context of a Continuation Vehicle transaction, a Client’s general partner will be incentivized to seek the highest selling price for the Transaction Assets to de-risk and receive carried interest in respect of the Transaction Assets being sold to the Continuation Vehicle. However, this incentive will conflict with the Continuation Vehicle’s general partner’s desire to seek a lower price for the benefit of the Continuation Vehicle to increase the potential for more carried interest out of the Continuation Vehicle in the future (an incentive that itself will be exacerbated if the carried interest rate negotiated with the secondary buyers is higher than the carried interest rate of the Client selling the Transaction Assets).

Such conflicts could be mitigated or exacerbated by the fact that the sale of the Transaction Assets will generally result in the current or future management fees chargeable by a Client to decrease as a result of the disposition of the Transaction Assets to the Continuation Vehicle – a conflict further complicated by the fact that the Continuation Vehicle is likely to result in additional management fees for TCM or one of its affiliates. In addition, in a Continuation Vehicle structure, the Trilantic North America Transaction Parties could receive transaction fees upon sale of the Transaction Assets and during the life of the Continuation Vehicle which could incentivize them to act in favor of the Continuation Vehicle. There can be no assurance that all Clients within the same “fund family” (i.e., “parallel Clients”) or limited partners of all Clients will be offered the opportunity to participate in a General Partner-Led Transaction or that all parallel Clients or limited partners of a Client would receive (or have access to) the same amount of information about the General Partner-Led Transaction as other parallel Clients or limited partners of a Client, or as the secondary buyers. Furthermore, if a General Partner-Led Transaction is not consummated for any reason, unless otherwise agreed to with the secondary buyers, the Client proposing to sell the Transaction Assets will bear 100% of the out-of-pocket broken deal expenses incurred by such Client’s general partner or its affiliates in connection with the General Partner-Led Transaction (which expenses are expected to be substantial). It is expected that the general partner of a Client would seek to mitigate any conflicts through one or more of the following (or other actions appropriate based on the facts and circumstances): (i) retaining an independent advisor to identify potential new institutional investors that have experience in investing in such transactions and would be arms’ length buyers of the interests the Client holds in the Transaction Assets; (ii) engaging such independent advisor to conduct an extensive price discovery process designed to maximize the purchase price received directly or indirectly by the selling limited partners of the Client; (iii) structuring the General Partner-Led Transaction in a manner such that those limited partners of such Client interested in achieving liquidity for their investment in the Client could receive cash and those limited partners interested in continuing their participation in the Transaction Assets could remain invested in the Transaction Assets; (iv) keeping the LP Advisory Committees of any involved Clients apprised of the progress of the sale process managed by the independent advisor and/or consulting with or seeking the approval of such LP Advisory Committee(s) with respect to the conflicts of interest associated with the General Partner-Led Transaction; (v) making available to limited partners of the Client(s) seeking to sell the Transaction Assets substantially the same information made available to secondary buyers interested in participating in the bidding process for the General Partner-Led Transaction (although the amount of time to be afforded to such limited partners is expected to significantly less than those afforded to secondary buyers); and/or (vi) obtaining a fairness opinion indicating that the consideration being paid in the General Partner-Led Transaction is fair from a financial point of view to the involved Client(s) or limited partners of such Client(s), as applicable. Notwithstanding the foregoing, there is no guarantee a Client’s general partner will undertake any of the foregoing actions in connection with a General Partner-Led Transaction (or, even if taken, that such actions sufficiently mitigate the applicable conflicts of interest). Regulatory Uncertainty. Any change in U.S. administration, including shifts in regulatory bodies like the SEC, can lead to revisions across existing laws and regulations. Any such changes could significantly impact TCM, the Clients and their investments year-over-year. Such changes that might have a material impact include, without limitation, changes to trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, income tax regulations and the federal tax code, and antitrust enforcement. Changes in federal policy are subject to further uncertainty, as changes could be implemented at regulatory agencies over time through policy and personnel changes, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions currently remain uncertain. It is possible that future changes will adversely affect TCM or the Clients’ operating environment and consequently their business, financial

condition and results of operations. There can be no assurance that any changes in laws, regulations or governmental policy will not have an adverse impact on TCM Firm, the Clients or their investments, including the ability of the Clients to execute their investment objectives and to receive returns. Trade Policy. The U.S. government has imposed, and is likely to continue imposing, broad and rapidly changing tariffs on multiple countries. Such actions as well as the responses of other countries and actors could significantly exacerbate the normal risks associated with the Clients and result in adverse changes to, among other things: (i) general economic and market conditions; (ii) shipping and transportation costs and supply chain constraints; (iii) interest rates; (iv) demand for investments; (v) available credit in certain markets; (vi) import and export activity from certain markets; and (vii) laws, regulations, treaties, pacts, accords, and governmental policies. Such tariffs have the potential to gravely impact markets, global supply and demand, import/export policies, and the availability of labor in certain markets, and there is no guarantee that additional tariffs or similar measures will not be implemented. The foregoing could seriously impact the operations of the Clients and their ability to realize investment objectives in a timely manner. CFIUS and National Security Clearance Considerations. Certain investments by a Client 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 Client 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 Client 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 Client 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 Client’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Client will be able to proceed with, or maintain, such investments on terms acceptable to the Client. Such limitations or restrictions could adversely affect a Client’s performance with respect to such investments (if consummated) and thus the Client’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 Client investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Client’s commitments, which increases the risk that Client investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Client 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 Client to maintain, or proceed with, any investment on terms acceptable to the Client. Additionally, a Client 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 Client as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar non-U.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Client to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Regulation. In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Client. The OISP restrictions could limit the universe of prospective investments available to a Client, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. Use of Subscription Credit Facilities. Clients could borrow (and certain Clients have borrowed) money, obtain financings, or guarantee or make loans or other extensions of credit to support an obligation made (or otherwise make loans or other extensions) to any current or prospective portfolio company or such portfolio company’s affiliate or any vehicle formed to effect the acquisition thereof; and could borrow money from any person (including, TCM, subject to restrictions set forth in each Client’s operating documents) to provide financing to a Client for a variety of purposes set forth in each Client’s operating documents. If a Client borrows money or obtains financings, it is possible that a Client’s interim capital needs would be satisfied through such borrowings or financings, and drawdowns of capital contributions by a Client, including those used to pay interest on borrowings or financings, could be “batched” together into larger, less frequent capital calls (although actual timing and amounts can vary). The interest expense and other fees, costs and expenses of or related to any such borrowings will be partnership expenses that could be borne by a Client and, accordingly, would decrease net returns of such Client. To the extent interest accrues on any such outstanding borrowings at a rate lower than the 8% preferred return (with the preferred return beginning to accrue when capital contributions to repay borrowings are actually due to be made to the Client), a Client’s general partner could have an incentive to fund the acquisition of investments and the ongoing capital needs of the Client with the proceeds of borrowings or other financings in lieu of drawing down from investors of a Client. Furthermore, to the extent a Client uses such borrowings or

financings to fund portfolio investments or expenses or fees in advance of calling capital from investors within Clients (i) net investor rate of returns (“IRRs”) would differ from what it would have been had such borrowings or financings not been used and (ii) since net IRR is calculated based on the actual dates of capital contributions from, and distributions to, the investors of Clients, the use of borrowing and financings in lieu of calling capital would cause the date of contribution to be later in time resulting in a higher net IRR of Clients that have cumulative net gains in excess of costs of such borrowings and a lower net IRR of Clients that have cumulative net gains lower than the costs of such borrowing or cumulative net losses. Moreover, it is possible that a counterparty, lender or other unaffiliated participant in credit facilities (or otherwise in connection with portfolio investments) requires or desires facing only one fund entity or group of entities, which could result in (i) any one of the Clients and/or a portfolio company being solely liable with respect to its own, and such third party being solely liable with respect to its own, share of the applicable obligation, or (ii) any of Clients and/or such portfolio company being jointly and severally liable for the full amount of such applicable obligation. In addition, although a Client’s general partner will, in good faith, allocate the related repayment obligations and other related liabilities arising out of such credit facilities among the foregoing (to the extent applicable), a Client participating in such borrowing will, in such circumstance, be subject to each other Client’s or portfolio company’s credit risk. In such situations it is not expected that any of the Clients and/or such portfolio companies would be compensated (or provide compensation to the other) for being primarily liable vis-à-vis such third-party counterparty. Investors should review the governing documents of a Client (including a Client’s Private Placement Memorandum (“PPM”), if available) to understand the risks and potential conflicts of interest of a Client. Neither the risks described herein nor the risks and potential conflicts of interests in any respective Client’s PPM are intended to serve as an exhaustive list or a comprehensive description of all risks and conflicts that may arise in connection with the management and operation of any of the Clients. Standard of Care; Indemnification. A Client’s governing documents could (and some do) contain provisions that, subject to applicable law, reduce, modify and/or eliminate duties that a TCM Affiliate would otherwise owe to a Client and its investors. In addition, a Client’s governing documents could require such Client to indemnify certain persons who serve at the request of a Client’s general partner on behalf of a Client, including TCM Affiliates, for liabilities incurred in connection with the affairs of a Client. Such liabilities may be material and have an adverse effect on the returns of investors. For example, in their capacity as directors of portfolio companies, the partners, managers, or affiliates of a Client’s general partner may be subject to derivative or other similar claims brought by security holders of such entities. The indemnification obligation of a Client would be payable from the assets of a Client, including the unpaid commitments of investors. If the assets of a Client are insufficient, a Client’s general partner may generally recall distributions (including distributions received in connection with any withdrawal, if applicable) previously made to the investors, subject to certain limitations set forth in each Client’s governing documents. Furthermore, as a result of the provisions contained in a Client’s governing documents, investors may have a more limited right of action in certain cases than they would in the absence of such limitations. In addition, a Client’s governing documents generally permit a Client’s general partner to cause a Client to advance the costs and expenses of an indemnitee pending the outcome of the particular matter (including determination as to whether or not the person was entitled to indemnification or engaged in conduct that negated such person’s entitlement to indemnification), and therefore there may be periods in which a Client advances expenses to an individual or entity not aligned with or adverse to a Client. Moreover, in its capacity as general partner of a Client, a Client’s general partner will, notwithstanding any actual or perceived conflict of interest, be the beneficiary of any decision by it to provide indemnification (including advancement of expenses). This may be the case even with respect to settlement of claims arising out of alleged conduct that would disqualify any such person from indemnification and exculpation if a Client’s general partner (and/or its legal counsel) determined that such disqualifying conduct occurred.

With respect to indemnification and exculpation, prospective investors should carefully review a Client’s governing documents, as such documents may and generally would contain provisions that modify and replace the duties, to the extent not prohibited under applicable law, including fiduciary and other duties, to a Client and investors to which a Client’s general partner may otherwise be subject, authorize and permit conduct on the part of a Client’s general partner that might not otherwise be permitted pursuant to such duties, to the extent not prohibited under applicable law, and limit the remedies of investors with respect to breaches of such duties, though no such provision will waive any non-waivable rights under the Advisers Act. For example, whereas ordinarily a general partner of a limited partnership would owe a duty of care equivalent to a “negligence” standard, generally Client governing documents provide that a Client’s general partner and other indemnitees will not be liable unless it acts with “gross negligence.” Similarly, whereas a general partner of a limited partnership owes a general duty of loyalty to the limited partnership and its limited partners, generally Client governing documents provide that a Client’s general partner is permitted (and shall be deemed to have fulfilled all duties) to take certain actions, even where it is “interested,” in any manner. In that regard, to the extent not prohibited by applicable law, a Client’s general partner will be required to comply with such Client’s governing documents and will not be subject to any different standards imposed under any applicable law, rule or regulation or in equity, regardless of a Client’s general partner’s own financial interest in the outcome. The effect of these and related provisions is that in so long as a Client’s general partner has acted in accordance with such Client’s governing documents (without regard to any reference to “fiduciary duty” therein), the action will, even if a Client’s general partner would otherwise be conflicted because of an interest in the matter, be conclusively deemed to be fair and reasonable and not a breach by a Client’s general partner of any duties it may owe, to the extent not prohibited by applicable law. This is different from a situation with a general partner of a limited partnership operating under common law or default rules, where, for example, involvement of independent parties may, in certain circumstances, merely shift the burden of demonstrating unfairness to a limited partner plaintiff. It should be noted that a Client’s general partner may cause a Client to purchase insurance to cover indemnified parties. Indemnification obligations (which could result in an obligation of the limited partners to return prior distributions) will survive the dissolution of a Client. There is no guarantee that any insurance carried by a Client’s general partner or a Client will be available to satisfy losses for which a Client may be required to provide indemnification and potential insurance claims will generally not delay the availability of the advances provided to indemnified persons under a Client’s governing documents. Limited Access to Information; Confidentiality Limited partners’ rights to information regarding a Client and its investments will be specified, and generally strictly limited, in the governing documents of such Client. In particular, it is anticipated that a Client’s general partner will obtain certain types of material information from, or relating, to investments that will not be disclosed to limited partners because such disclosure is prohibited by contractual, legal or other reasons. Decisions by a Client’s general partner 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 Client may have difficulty in determining an appropriate price for such interest in a Client. Decisions to withhold information also may make it difficult for a limited partner to monitor Client performance. Additionally, it is expected that limited partners who designate representatives to participate on a limited partner advisory committee (“LPAC” or “LP Advisory Committee”) will, by virtue of such participation, have more information about a Client and investments in certain circumstances than other limited partners generally and may be disseminated information in advance of communication to other limited partners generally. Finally, it is expected that limited partners within any Client could negotiate different reporting requirements or have different access rights to the general partner of such Client or TCM, which could result in such limited partners having more or enhanced information about such Client and/or such Client’s portfolio companies in certain circumstances. Investors in a Client 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 a Client

succeeds in asserting confidentiality for requested documents and other materials, and a Client’s general partner reserves the right to withhold certain information from investors subject to such laws for reasons relating to TCM’s public reputation, business strategy or other reasons. Notwithstanding the foregoing, or the provision of any Client’s governing documents, TCM will not as a matter of policy interpret any Client’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. Possibility of Fraud or Other Misconduct by Employees and Service Providers. Misconduct by (i) TCM employees, officers, partners, members, managers or directors, (ii) portfolio company employees, officers, partners, members, managers or directors, or (iii) service providers to the foregoing and/or their respective affiliates could undermine the due diligence or other efforts of TCM and cause significant losses to a Client. 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 material non-public information (which could result in litigation or serious financial harm, including limiting a Client’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 Client. TCM 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. Separate Agreements with limited partners. The rights, duties and obligations of investors of any Client are generally are set out, and the treatment of investors is described, in the limited partnership agreement or other governing document of a Client. However, TCM expects that a Client’s general partner will enter (and has in the past entered) into additional written agreements (“Side Letters”) with one or more investors in connection with their admission to a Client without the approval of any other investor. Such Side Letters have the effect of establishing rights under or altering or supplementing the terms of the governing documents of a Client with respect to such investor, which is generally in a manner more favorable to such investor than those applicable to other investors in such Client. Such rights or terms in any such Side Letter or other similar agreement may include (i) excuse or exclusion rights applicable to particular investments, (ii) a Client’s general partner’s agreement to extend information rights or additional reporting to such limited partners, including to accommodate special tax, regulatory, policy or other circumstances of such limited partners, (iii) waiver or modification of certain confidentiality obligations and/or documentation that might be requested by a Client’s general partner for the benefit of lenders or other persons extending credit to or arranging financing for a Client, (iv) consent of a Client’s general partner to certain transfers by such investor or other exercises by a Client’s general partner of its discretionary authority under the governing documents for the benefit of such investor, (v) restrictions on, or special rights of, such investor with respect to the activities of a Client’s general partner, (vi) withdrawal rights, which may materially increase the percentage interest of other investors in, and their contribution obligations for, future investments and expenses, and reduce the overall size of a Client, (vii) other rights or terms necessary in light of particular legal, regulatory, tax, accounting or public policy characteristics of such investor, (viii) economic arrangements (including, for example, with respect to carried interest or the amount of any management fees or other fees charged to such investor), (ix) matters regarding such limited partners’ right to participate in co-investment opportunities (including economic arrangements with respect to coinvestment opportunities, such as a right to fee-free and/or carried interest-free co-investment), even if agreed to simultaneously with an investor’s investment in a Client, (x) matters regarding such investor’s interest in providing debt financing to a Client or its portfolio companies or (xi) additional obligations and restrictions of a Client with respect to the structuring of any investment (including with respect to alternative investment vehicles). Side Letters may permit an investor to take actions on the basis of information not

available to other investors that do not have the benefit of such agreements. Any rights or terms established in a Side Letter with an investor (including, for example, with respect to fees and performance-based compensation to be charged to such investor) will govern solely with respect to such investor (and any of such investor’s assignees or transferees if so specified in the Side Letter) and will generally not require the approval of any other investor. It is also expected that TCM will from time to time confirm factual matters to incoming limited partners, make statements of intent or expectation to such limited partners or acknowledge statements by such incoming limited partners that relate to a Client and/or TCM’s activities pertaining thereto in one or more respects. Additionally, it is expected that limited partners who designate representatives to participate on an LP Advisory Committee of a Client may, by virtue of such participation, have more information about a Client and investments in certain circumstances than other limited partners generally and may be provided information in advance of communication to other limited partners generally. Any such statements, confirmations, agreements or acknowledgements, including those made in response to an investor’s due diligence requests, will not involve the granting of any legal right or benefit, and therefore will not be subject to the “most favored nations” process or election by the limited partners, and as a result limited partners will not typically receive notice thereof or copies of the documentation (if any) in which they are contained. There can be no assurance that any such arrangements will not have an adverse effect on a Client or that such arrangements will not influence TCM’s activities or the operations of a Client. In certain circumstances, a limited partner’s excuse or exclusion right otherwise applicable to one or more investments in a Client may be limited or unavailable in respect of follow-on investments relating to such investments, particularly where a follow-on investment results from decisions in respect of subsequent acquisitions made by management of the relevant portfolio company, or the follow-on investment is made as part of a platform investment or in the same portfolio company as the initial investment (and therefore is not segregated from the initial investment). Limited partners of a Client will have no recourse against a Client or any TCM affiliate in the event that certain limited partners received additional and/or different rights and/or terms as a result of a Side Letter. * * * * * Investors should review the governing documents of any Client in which they are invested or in which they propose to invest (including such Client’s Private Placement Memorandum (“PPM”), if available) to understand the risks and potential conflicts of interest of such Client, in addition to the conflicts set forth in other sections of this Form ADV Part 2A, including, but not limited to, Items 10 and 11. Generally, governing documents of a Client will contain additional and potentially more specific risks relating to the specific strategy and targeted investments of such Client. Neither the risks described herein nor the risks and potential conflicts of interests in any respective Client’s PPM are intended to serve as an exhaustive list or a comprehensive description of all risks and conflicts that may arise in connection with the management and operation of any of a Clients. See Item 10 for a description of certain conflicts of interest that TCM, Clients and TCM personnel are subject to.

With respect to the shared governance, the Chairman of Trilantic Europe, the Chairman, the Chief Executive Officer and a Senior Advisor of TCM and two Reinet designees were members of the investment committee that made investment decisions on behalf of Fund V North America (provided that as of the date hereof, the investment committee of Fund V North America is comprised of the Executive Committee of the Firm and two Reinet designees). The investment period of Fund V North America has expired; however, such Client could continue to make follow-on investments in existing portfolio companies or their affiliates, in accordance with such Fund’s operative documents. Additionally, Greenbelt, a U.S.- based private equity firm and investment adviser registered with the SEC, is the investment subadvisor of TEP II NA and Fund VI NA and Fund VI CV NA (with respect to their remaining Energy sector investments), and the advisor of certain other private funds, including funds that co-invest alongside Clients. Greenbelt operates independently of TCM, however as mentioned below, certain “back office” and “middle office” TCM personnel provide Greenbelt with everyday support, and certain Greenbelt employees remain as senior advisors of TCM and/or have economics relating to Clients. Shared Personnel As a result of the arrangement between TCM and Greenbelt described in Item 4, through a bi-lateral consulting agreement between TCM and Greenbelt, Greenbelt and TCM both employ a limited number of individuals that provide certain “back office” and “middle office” services to TCM, Greenbelt and their Clients. Additionally, Christopher Manning continues to serve as an adviser to certain TCM clients (collectively with the individuals both employed by TCM and Greenbelt through the bi-lateral consulting agreement, the “Shared Personnel”). Shared Personnel could have conflicts of interest in allocating their time and services among Clients and Greenbelt clients which would reduce the time and attention that certain personnel would otherwise be able to devote to the investments and operations of TCM. Shared Personnel and one or more of their respective affiliates could have conflicts of interest in allocating their time and services among Clients. For example, certain Shared Personnel will spend a significant amount of their business time on Greenbelt existing and future Clients, or portfolio companies of existing and future Greenbelt clients, and TCM’s other potential business activities, if any. It is possible that the investments held by one Client may be in competition with or otherwise conflict with those of another Client. In addition, certain Clients co-invest alongside Greenbelt Clients in the same portfolio company. With respect to the Chief Executive Officer of Greenbelt, such individual has no obligation or duty to refer investment opportunities to TCM, and in fact, has an obligation to refer potential investment opportunities to Greenbelt. The possibility exists that the companies with which one or more of TCM’s personnel is involved could engage in transactions that would be suitable for a Client, but in which a Client might be unable to invest. In addition, TCM’s personnel are generally allowed to invest in public and private securities, subject to certain pre-clearance requirements. Although personnel are not allowed to trade in securities in which a Client holds an existing interest, this trading policy could and has resulted in situations where an employee could have interests in a company prior to a Client’s investment in such company, or

prior to the commencement of such company’s business dealings with a Client’s portfolio company. Conflicts are expected to arise as a result of such activities and in the allocation of management resources. Portfolio Company Involvement TCM personnel and certain Greenbelt personnel that are investment professionals currently serve, and intend, from time to time, to serve, as directors, or serve as observers, or acquire observer rights, with respect to portfolio companies of Clients, the securities or other financial instruments of which are purchased on behalf of one or more Clients. In the event that TCM (i) obtains material non-public information with respect to the issuer of any such securities or other financial instruments as a result of any of the foregoing activities, or (ii) is subject to trading restrictions pursuant to the internal policies of such issuer, the Clients could be prohibited from engaging in transactions with respect to the securities or other financial instruments of such issuer. Such a prohibition may have an adverse effect on the Clients. Conflicts of interest could also arise where TCM personnel serve as directors of, or in similar governance roles for, Clients’ portfolio companies. For example, portfolio company board members frequently have the right to approve compensation and/or other amounts payable to third parties, including to TCM and/or its affiliates. Except to the extent such amounts are Available Fees subject to a Client’s governing documents’ offset provisions (as set forth in Item 5), such compensation would be in addition to any management fees paid by a Client to TCM and could result in a conflict of interest that may have an adverse effect on the Clients. In addition, in those instances where a Client is not the sole shareholder of the applicable portfolio company, in addition to any duties such person may owe to such Client, as directors of or in similar governance roles for portfolio companies, such persons may owe duties to the other shareholders of such portfolio companies, including fiduciary duties, which in many cases may be other Clients, and to persons other than Clients. In general, such positions are often important to a Client’s investment strategy and may have the effect of enhancing the ability of TCM to manage investments. However, such positions may have the effect of impairing a Client’s ability to sell the related securities when, and upon the terms, it may otherwise desire. In addition, such positions may place TCM personnel in a position where they must make a decision that is either not in the best interests of a Client or not in the best interests of the other shareholders of the portfolio company. Should such personnel make a decision that is not in the best interest of such other shareholders of a portfolio company, such decision may subject TCM or a Client to claims that they would not otherwise be subject to as an investor, including claims of breach of the duty of loyalty, securities claims and other director-related claims. In addition, because of potential conflicting duties, TCM could be restricted in choosing investments, which could negatively impact returns received by the Clients. The list of current board directorships of key TCM personnel is available on TCM’s website. In addition, the biographies of the Executive Committee of TCM are available on the brochure supplement, Form ADV Part 2B. Familial Relationships The spouses or other family members of TCM’s personnel could (and have), from time to time, be employed by other financial institutions engaged in the same or similar business as TCM, Clients and/or their respective portfolio companies, or vendors, advisors or customers thereto. Such familial relationships could give rise to conflicts of interest with respect to a variety of matters, including, among other things, the selection of vendors, advisors or customers.

Allocation of Investment Opportunities TCM will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Clients in an appropriate manner, as required by the governing documents of its Clients, although the Clients and their respective investments will place varying levels of demand on these over time. In the ordinary course of TCM conducting its activities, the interests of a Client likely will conflict with the interests of TCM, one or more other Clients, portfolio companies or their respective affiliates in certain circumstances. Certain of these conflicts of interest are discussed herein. As a general matter, TCM will determine all matters relating to structuring transactions and Client operations using its reasonable judgment considering all factors it deems relevant, but in its sole discretion, subject in certain cases to the required approvals by the LP Advisory Committees of the participating Clients. With respect to Clients that pursue multiple investments, until the time that the relevant general partner is permitted under a Client’s governing documents to commence a successor Client, substantially, all appropriate investment opportunities that meet the Client’s investment criteria will be pursued by TCM principals for the benefit of such Client, subject to certain limited exceptions set forth in the governing documents of the Clients and TCM’s internal allocation guidelines and procedures. In addition, the governing documents provide TCM with authority to make determinations such as the cessation of a Client's investment period and the commencement of a successor Client (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 TCM faces conflicts of interest in making such determinations. To the extent more than one Client has available capital remaining for new investments, TCM’s internal allocation guidelines generally provide for the allocation of such investments in a manner that TCM believes to be fair and equitable, although as discussed below, there can be no assurance that any one Client will receive any specific allocation of investments or a favorable allocation of investments. TCM personnel reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or similar arrangements, and to pay or receive compensation relating to the foregoing. TCM’s principals and TCM’s investment staff will continue to manage and monitor such investments until their realization. Such other investments that TCM principals expect to control or manage generally have the potential to compete with companies acquired by a Client. Following the investment period of a Client, TCM principals reserve the right to, and likely will, focus their investment activities on other opportunities and areas unrelated to such Client’s investments. To the extent an investment opportunity is received that is unsuitable for a Client, in TCM’s sole discretion, TCM and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. Unless restricted by the governing documents, TCM personnel are permitted to serve on boards or act in other roles unaffiliated with TCM, the Clients or their portfolio companies, including boards of charitable and educational institutions, public companies and former portfolio companies, and receive compensation in connection with such services and roles, none of which will offset or otherwise reduce management fees. TCM may be presented with certain investment opportunities that would be suitable for multiple Clients or other investment vehicles operated by advisory affiliates of TCM or third parties, including GCM. In determining which investment vehicles should participate in such investment opportunities, TCM and its affiliates are subject to conflicts of interest among such investment vehicles. Except as required by the governing documents, TCM is not obligated to recommend any investment to any particular Client. Investments by more than one Client in a portfolio company also have the potential to raise the risk of using assets of one Client to support positions taken by other Clients. TCM must first determine which Client(s) will, or are required to, participate in the relevant investment opportunity. TCM generally assesses whether an investment opportunity is appropriate for a particular Client based on the governing documents of such Client, as well as factors including, but not limited to,

investment restrictions and objectives (including those set forth in the governing documents, where applicable), strategy, risk profile, time horizon, tax sensitivity, tolerance for turnover, asset composition, diversification limitations, cash level (if any), applicable tax and regulatory considerations, life cycle, structure and other relevant factors. For example, a newly organized Client generally will seek to purchase a disproportionate amount of investments until it is substantially invested. A Client generally reserves the right to invest together with other Clients advised by TCM, or an affiliate thereof, in the manner set forth in the governing documents and TCM’s internal allocation guidelines and procedures. Following such determination of allocation among Clients, TCM reserves the right to offer co-investment opportunities to one or more potential co-investors, including Service Providers, as determined by the governing documents, Side Letters and TCM’s internal allocation guidelines and procedures, including through a co-investment entity that is itself a Client. In certain cases, determinations to allocate such amounts or investment opportunities to Service Providers 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 coinvestment opportunities available. TCM’s procedures permit it to take into consideration a variety of factors as described below in Item 11. TCM’s allocation of investment opportunities among its Clients and in the manner discussed herein often will not result in proportional allocations among such Clients, and such allocations likely will be more or less advantageous to some such Clients relative to others. While TCM will allocate investment opportunities in a manner that it believes is fair and equitable to its Clients under the circumstances over time and considering relevant factors, there can be no assurance that a Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the potential conflicts of interest to which TCM expects to be subject, discussed herein, did not exist. In addition to co-investments by Clients, TCM reserves the right to cause a Client to enter into a transaction whereby the Client purchases securities from, or sells securities to, other Clients. Such transactions may arise in the context of automatic or other re-balancing of an investment among parallel investing entities or in contexts where a portfolio company owned by one Client is acquired by another Client or by another Client’s portfolio company. Cross client transactions (including co-investment transactions) raise potential conflicts of interest, including where: (i) the investment of one Client supports the value of portfolio companies owned by another Client; or (ii) the transaction allows TCM or its affiliates to realize carried interest or receive future management fees 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 a Client’s governing documents or otherwise in the sole discretion of TCM, TCM 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 Client(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 TCM) or by obtaining the consent of the relevant Client(s) (including, where authorized, the consent of each Client’s LP Advisory Committee) to such transactions. TCM reserves the right 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 Client(s) under then-current market conditions and therefore determine not to obtain a consent or fairness opinion. TCM intends that any such transactions be conducted in a manner that it believes to be fair and equitable to each Client under the circumstances, including a consideration of the potential present and future benefits with respect to each Client. Further, cross transactions are expected to arise in the context of automatic or other re-balancing of investments among parallel investing entities, and in such circumstances TCM generally will not seek a fairness opinion or LP Advisory Committee consent given that such transactions typically are effected pursuant to authorizing provisions in the relevant Clients’

governing documents. In certain cases, TCM will have the opportunity (but, subject to any applicable restrictions or procedures in the governing documents, no obligation) to identify one or more secondary transferees of interests in a Client. In such cases, TCM will use its discretion to select such transferees based on eligibility and other factors, and unless required by the governing documents, will determine in its sole discretion whether the opportunity to receive a transfer of Client interests should be offered to one or more existing Client investors.The relevant general partner may similarly use its discretion to purchase any Client interests offered for sale, to the extent permitted in a Client’s governing documents. In addition, 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 Client. Other Businesses of TCM Personnel TCM, its personnel and one or more of their respective affiliates could also have (and certain personnel currently have) ongoing interests, including economic interests, in the Clients or other investment vehicles, former portfolio companies, vendors or competitors of TCM, Clients or portfolio companies, or other companies (collectively, “Other Businesses”). Such Other Business may be (x) invested in or may otherwise have an economic interest in one or more of a Client’s portfolio companies or in competitors of such portfolio companies or (y) vendors, advisors or customers of TCM, Clients or Client’s portfolio companies. The performance and operation of such Other Businesses could conflict with and adversely affect the performance and operation of a Client’s portfolio companies and may adversely affect the prices and availability of business opportunities or transactions available to such portfolio companies. Accordingly, such entities and persons may experience a variety of conflicts of interest to the extent that the interests of such Other Businesses would be adversely affected by investment decisions that would otherwise be in the best interest of a Client. Similarly, if such entities or persons are faced with investment decisions for such Other Businesses that would be in the best interest of such Other Businesses but would otherwise adversely impact a Client or any of its portfolio companies, they may nevertheless be economically or otherwise incentivized to make such decisions for the benefit of such Other Businesses to the detriment of a Client (e.g., due to the prospect of earning more carried interest, management fee or other fees) or any such portfolio company. Such conflicts may be exacerbated when Clients invest in different parts of the capital structure of a particular portfolio company. For example, in the event a portfolio company enters bankruptcy, it may be in the best interest of one Client for it to aggressively pursue the portfolio company’s assets to fully satisfy the portfolio company’s obligations or indebtedness to another Client. As a result, a Client holding more junior securities of the same portfolio company might not have access to sufficient assets of the portfolio company to completely satisfy its bankruptcy claim against the portfolio company and may suffer a loss. Or conversely, because of the potential harm to a Client’s holdings, a Client’s general partner, TCM and TCM’s personnel and one or more of their respective affiliates (including, for this purpose, investment professionals and other personnel) may be disinclined to pursue the portfolio company’s assets (or pursue them as aggressively as might otherwise be the case) as a result of their conflicting interests in such Client. In addition, the foregoing entities or persons may be incentivized to make risker or more speculative investment decisions on behalf of a Client with the hopes of extracting value from junior securities that are otherwise significantly impaired to the detriment of another Client. Accordingly, investors should expect that conflicts of interests could arise when one or more Other Businesses, invest in or otherwise have an economic interest in a portfolio company in which a Client holds an interest or when a Client invests in a portfolio company in which one or more Other Businesses hold an interest. A Client’s general partner and TCM will endeavor to resolve such conflicts of interest in a manner they determine to be fair and reasonable under the circumstances over time, and may consult with, or seek the consent of, the LP Advisory Committee of one or more Clients. It should be understood that a conflict

will not be deemed material solely because one or more Other Businesses invest in a portfolio company in which a Client holds an interest or solely because a Client invests in a portfolio company in which one or more Other Businesses hold an interest. Nevertheless, there can be no assurance that any such conflicts of interest will be resolved in a manner that is fair and equitable to any one Client. Expense Allocation Subject to any relevant restrictions or other limitations contained in the governing documents, TCM will allocate fees and expenses in a manner that it believes is fair and equitable to its Clients under the circumstances over time and considering such factors as it deems relevant, but in any case in its sole discretion. In exercising such discretion, TCM expects to be faced with a variety of potential conflicts of interest. As a general matter, Client expenses typically will be allocated among all relevant Clients receiving the benefit of such expenses (in the relevant general partner’s sole discretion) and eligible to reimburse expenses of that kind. In all such cases, subject to applicable law and legal, contractual or similar restrictions, expense allocation decisions generally will be made by TCM 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 these vehicles. The allocations of such expenses is permitted to be made on a nonproportional basis, and any such determinations involve inherent matters of discretion, e.g., in determining which Clients 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 Clients 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 greater benefit to a Client or TCM. The Clients generally are expected to have different expense reimbursement terms, including with respect to management fee offsets, which are expected in certain cases to result in the Clients bearing different levels of expenses with respect to the same investment. As a result, it is possible that a Client will benefit (or benefit disproportionately) from expenses borne in whole or in part by another Client. Additionally, a portfolio company typically will reimburse TCM or Service Providers retained at TCM’s discretion for expenses (including, without limitation, travel expenses) incurred by TCM or such Service Providers in connection with its performance of services for such portfolio company. Service Provider expenses are required to be reimbursed whether or not there is overlap in expertise, function or services performed by TCM personnel. This subjects TCM and its affiliates to conflicts of interest because the Clients generally do not have an interest or share in these reimbursements, and the amount of such reimbursements over time is expected to be substantial. TCM determines the amount of these reimbursements for such services in its own discretion, subject to its internal reimbursement policies and practices. Although the amount of individual reimbursements typically is not disclosed to investors in any Client, any fee paid or expense reimbursed to TCM or such Service Providers generally is subject to portfolio company governing documents or other agreements, which are often the result of negotiation with third parties, such as sellers, buyers, management teams, lenders and/or third party co-investors. These factors help to mitigate related potential conflicts of interest. Tangible and Intangible Benefits In connection with its services to the Clients and their investments, TCM, its affiliates and personnel expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of TCM’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, TCM and its personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to Client or portfolio company (as applicable) operations, terms,

trends, market demands, customers, vendors and other metrics (collectively, “TCM Information”). In many cases, TCM Information will include tools, procedures and resources developed by TCM to organize or systematize TCM Information for ongoing or future use. Although TCM expects its Clients and their portfolio companies generally to benefit from TCM’s possession of TCM Information, it is possible that any benefits will be experienced solely by other or future Clients or portfolio companies (or by TCM and its personnel) and not by the Client or portfolio company from which TCM Information was originally received or derived. TCM Information will be the sole intellectual property of TCM and solely for the use of TCM. TCM reserves the right to use, share, license, sell or monetize TCM Information, without offsetting or otherwise reducing management fees, and the relevant Client or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, expenses relating to the Clients 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, 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 Clients or their respective investors; no such rewards will offset or reduce management fees. TCM and its affiliates and personnel are also permitted to receive the benefit of “friends and family” and similar discounts from portfolio companies owned by the Clients under which such portfolio companies make their goods and/or services available at reduced rates. Because its portfolio companies generally offer such discounts to customers other than TCM and such persons as part of their standard commercial practices in an effort to expand their respective customer bases, TCM believes that the potential for conflicts of interest relating to such discounts is mitigated. Discounted prices or better terms offered by a portfolio company to TCM or its personnel, any other portfolio company or third parties have the potential to affect the returns of the portfolio company. While TCM will seek such arrangements that it believes at the time are of mutual benefit to both portfolio companies, there can be no assurance that the benefits will be symmetrical. Service Provider Recommendations TCM generally exercises its discretion to recommend to a Client or to a portfolio company thereof that it contract for services with certain Service Providers, and such Service Providers are expected to include: (i) TCM or a related person of TCM; (ii) an entity with which TCM or its affiliates or current or former members of their personnel has a relationship or from which TCM or its affiliates or their personnel otherwise derives financial or other benefit, including relationships with joint venturers or co-venturers, or relationships where TCM personnel are seconded, or from which TCM receives secondees (including secondees at no or reduced cost to TCM), resources or training; (iii) certain limited partners or their affiliates; or (iv) one or more portfolio companies of Clients. For example, TCM expects to be presented with opportunities to receive financing and/or other services in connection with a Client’s investments from certain limited partners or their affiliates that are engaged in lending or related business. This discretion subjects TCM to conflicts of interest, because, although TCM selects Service Providers that it believes are aligned with its operational strategies and will enhance portfolio company performance and, relatedly, returns of the relevant Client, TCM has a potential incentive to recommend the related or other person (including a limited partner) because of its financial or other business interest. There is a possibility that TCM, because of such belief or for other reasons (including whether the use of such persons could establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant Clients or TCM), would favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. TCM will not necessarily seek out the lowest cost

options when incurring (or causing a Client or its portfolio companies to incur) such expenses. Although TCM 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, TCM expects certain service providers, their affiliates and personnel to invest in, or co-invest alongside, one or more Clients, and due to the nature of the Service Provider relationships and the timing of services these persons have the potential to have information advantages relative to other investors or co-investors, and likely will be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors. It is possible that Service Providers consider the overall level of work performed for TCM, the Clients or their portfolio companies in determining whether to provide reduced rates or benefits to TCM. It is possible that TCM and/or Clients could occasionally utilize the services of entities (or affiliates thereof) that have direct or indirect investments in Clients. Such services will only be used on a basis that TCM reasonably determines in good faith to be fair and reasonable taking into account any conflicts and any other considerations deemed relevant by TCM and otherwise in accordance with such Client’s governing documents. Whether or not TCM has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. In addition, TCM has incentives to use or to recommend products or services of one portfolio company to another, which generally will involve fees, commissions, servicing payments or other compensation. Potential conflicts of interest arise in making such recommendations, as TCM has incentives to maintain goodwill between it and its former, existing and prospective portfolio companies, and as a result the products or services recommended may not necessarily be the best or lowest cost option. In most cases, the relevant Clients(s) will not consent, participate in the negotiations or be directly involved in such arrangements. Consultants In addition, the Clients and/or portfolio companies are permitted to pay certain fees (including retainers) to, and reimburse expenses of, senior advisors (including Founders Council members), operating partners and other consultants (including consultants introduced or arranged by TCM and/or its affiliates that regularly provide services to one or more portfolio companies) (collectively, “Consultants”), and such amounts do not offset or reduce the management fee as described herein. 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 Client will bear such amount as a permissible expense to the same extent as if it were paid to the consultant itself. Senior advisors generally receive investment opportunities, reimbursements and other compensation that do not offset or reduce the management fee of any Client, as described herein, and the use of senior advisors is expected to fluctuate and/or expand over time. Under compensation arrangements for Consultants, including where 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 operating partner. Although the use of Consultants and the allocation of compensation paid to them by TCM, its affiliates and/or the portfolio companies subjects TCM and/or its affiliates to potential conflicts of interest, TCM believes that such potential conflicts have the potential to be reduced by the anticipated benefit to portfolio companies and/or the applicable Client(s)) that will result if the services of the Consultant align with TCM’s model for the portfolio company and improve portfolio company performance. Although TCM seeks to retain Consultants with a view to improving portfolio company performance, a number of factors may result in limited or no benefit from such retention. TCM also seeks to reduce potential conflicts of interest resulting from such arrangements by structuring compensation packages for such persons in a manner that TCM believes will align such persons’ interests with those of the Clients’ limited partners, and seeks to retain only Consultants and service providers which it believes provide a level of service at a value generally consistent with other relevant market alternatives.

However, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. Liabilities Among Clients Although TCM generally structures Clients to avoid circumstances in which one Client ultimately bears liability for all or part of the obligations of another Client or any TCM affiliate, in certain circumstances lenders and other market participants negotiate for the right to face only select Client entities, which may result in a single Client being solely liable for other Clients’ share of the relevant obligation and/or joint and several liability among Clients. In such cases, TCM intends to cause the relevant other Clients to enter into a back-to-back guarantee, indemnification or similar reimbursement arrangement, although the Client undertaking the obligation in the first instance generally will not receive compensation for being primarily liable under these arrangements. In other circumstances, lenders and other market parties are expected to seek “cross default” rights under which a Client will be treated as in default under the relevant facility in the event of a default by another Client or a TCM affiliate relating to their respective lending or other facilities; if any such provision were to be triggered, a Client’s limited partners could suffer adverse effects resulting from any default by any Client or a TCM affiliate, whether or not related to the Client in which such limited partners have invested. Personal Securities Trading TCM, its affiliates, and equity holders, officers, principals and personnel of TCM and its affiliates reserve the right to buy or sell securities or other instruments that TCM has recommended to a Client. In addition, officers, principals and employees reserve the right to buy securities in transactions deemed unsuitable for a Client, but will not in such circumstances be required to share in, reimburse or compensate the relevant Client for due diligence or other expenses (including broken deal expenses) incurred by the Client in connection with the Client’s consideration of the relevant investment opportunity. Any such transactions are subject to any restrictions in the governing documents and any related policies and procedures set forth in TCM’s Code of Ethics. The investment policies, fee arrangements and other circumstances of these investments generally vary from those of any Client. Personnel and related persons of TCM have, and are expected to continue to have, capital investments in or alongside certain Clients, or in prospective portfolio companies directly or indirectly, as well as in investment vehicles (including private funds) sponsored by potential competitors, and therefore expect to have additional potential conflicting interests in connection with these investments. Distributions in Kind A Client’s general partner generally is permitted to receive a distribution in kind from a Client, including in connection with investment dispositions or the payment in kind of amounts owed to such 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 Client’s limited partners. For example, a general partner and its beneficial owners may intend to hold the investment for a different time period than TCM deems suitable for a Client. 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 a Client’s disposition thereof, neither the relevant Client 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 a Client and the amount of carried interest owed. 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 a Client or its limited partners. TCM Discretionary Authority The governing documents provide the TCM with wide-ranging authority to make determinations, including those related to investment purchases and dispositions (and their timing), valuation and other matters, such as the cessation of the relevant Client’s investment period and the later commencement of a successor Client’s investment period (including timing determinations relating to each of the foregoing) that in each case have the potential to affect TCM’s compensation. In making such determinations, TCM is subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for TCM or its affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Client’s management fee and carried interest compensation arrangements. TCM expects to be incentivized to cause a Client 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 management fees and, potentially, earlier and/or larger carried interest distributions than would otherwise be the case. The nature of any compound preferred return in a Client’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. Where the management fee is calculated taking into account the valuation of an investment, TCM will have incentives to make determinations that result in the continued payment of, or a higher, management fee. Where the governing documents do not require management fees to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, TCM is incentivized to pursue such transactions. In many circumstances, the calculation of post-Stepdown Date management 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 TCM and its affiliates. TCM 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 management fees will be calculated. These incentives run counter to TCM’s incentives to reduce the amount of fees, expenses and costs borne by the Clients’ investments in light of the effect of these amounts on the Clients’ 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. 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. TCM’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 that 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 a Client’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 TCM’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 TCM 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. In connection with the sale of (or certain other events at) a portfolio company, while TCM intends to timely distribute the amounts owed to investors and/or the relevant Client(s), TCM reserves the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the portfolio company and/or relevant Client(s). Such amounts generally are not subject to any pre-defined limits in the applicable governing documents, transaction agreements or any of TCM’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Client(s) will be monitored by TCM personnel on an ongoing basis. TCM will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Client(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 Client, intermediate entity or portfolio company, such amounts will not accrue a preferred return under the relevant Client’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 Client’s performance figures, TCM expects to have incentives to continue to hold the amounts for extended periods. Side Letter Arrangements TCM and/or its affiliates reserve the right to enter into Side Letters with certain investors in a Client providing such investors with different or preferential rights or terms, including, but not limited to, different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics and/or receipt of a portion of TCM’s compensation, none of which generally will be subject to the “most-favored nation” provisions of a Client’s governing documents), information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, rights to serve on a Client’s LP Advisory Committee, liquidity or transfer rights, confidentiality protections and disclosure rights, modification of default remedies, as well as economic, procedural and other terms. TCM 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 Client or the timing thereof, the ability of a limited partner to provide sourcing or other services to TCM, its affiliates and personnel or the Clients, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to TCM, its affiliates and personnel, or the Clients. Further, Side Letters also are expected to relate to strategic relationships under which an investor agrees to make Commitments to multiple Clients. 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 Client, TCM, 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 TCM to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Client’s LP Advisory Committee 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 are expected to 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 Client 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 Client. As a consequence of one or more limited partners being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in 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. Although TCM believes it to be unlikely, excuse or other 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 Client 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 the general partner on behalf of the relevant Client as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the governing documents; conversely, a limitation on one or more limited partners’ voting rights generally will increase the voting rights percentage of other limited partners in the relevant Client. Further, limited partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Client. Limited Partner Advisory Committees Under the governing documents, a Client’s LPAC 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 LPAC, regardless of whether an individual limited partner is represented by a member of the LPAC. A Client’s LPAC 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 LPAC members are expected to have various business and other relationships with TCM (including longstanding investing relationships) and its partners, employees and affiliates. In certain circumstances, these factors will influence LPAC members to be more aligned with TCM and the relevant General Partner and favor proposals brought to the LPAC; in other circumstances, these factors will make LPAC members more likely to oppose these proposals. LPAC 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 LPAC, and TCM 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 LPAC of its Client in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Client or future Client, their perception of a limited partner’s effectiveness on an LPAC, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Client and the General Partner and other factors. TCM is permitted to seek the consent of the relevant Client LPAC(s) to approve conflicts, although based on these varying incentives limited partners should not expect that any vote cast by a LPAC member, or decision made by a LPAC as a whole, will fully represent their individual interests. Exculpation & Indemnification of TCM and Affiliates

Although the governing documents generally contain broad exculpation and indemnification provisions, TCM will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Client under the Advisers Act. The relevant liability standards under insurance coverage procured by TCM are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverage is expected to vary from relevant liability and/or indemnity standards in the governing documents. Investors generally will be responsible for insurance premiums, as set forth in the governing documents, regardless of whether the liability and/or indemnity standards in TCM’s insurance coverage are higher or lower than that set forth in the governing documents. No CFTC Registration None of TCM or its affiliated Client general partners are registered with the United States Commodity Futures Trading Commission (“CFTC”) as a commodities pool operator (“CPO”), pursuant to an exemption from registration under CFTC Regulation 4.13(a)(3). As a result, unlike a registered CPO, none of TCM nor any affiliate is required to provide prospective investors in Clients with a disclosure document containing certain CFTC-prescribed disclosures or to provide certified annual reports to limited partners of Clients. TCM is exempt from registration, and is not registered, with the CFTC as a commodities trading adviser (“CTA”). Any of these situations subjects TCM and/or its affiliates to potential conflicts of interest. TCM attempts to resolve such conflicts of interest in light of its obligations to investors in its Clients and the obligations owed by TCM’s advisory affiliates to investors in investment vehicles managed by them, and attempts to allocate investment opportunities among a Client, other Clients and such investment vehicles in a manner it believes to be fair and equitable to the Clients under the circumstances over time. To the extent that an investment or relationship raises particular conflicts of interest, TCM will review the circumstances of such investment or relationship with a view to addressing and reducing the potential for conflict. Where necessary, TCM consults and receives consent to conflicts from an advisory committee consisting of limited partners of the relevant Client(s) and such other investment vehicles. TCM Ownership Subject to any limitations imposed by the governing documents and anti-“assignment” provisions of the Advisers Act, TCM, its affiliates and personnel are also permitted to offer, restructure and monetize the revenue streams they currently receive directly or indirectly from the Clients, or expect to receive from the Clients in the future. Subject to any restrictions in the governing documents, this monetization could occur in many forms, including: public offerings of TCM or an affiliate; borrowing against TCM’s or the general partner’s investment in, or right to receive revenues from, one or more Clients; preferred financing or other strategic investment by a third party in one or more TCM 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 Clients or in one or more TCM entities to third parties; or other financial arrangements, including those in which TCM, its affiliates and personnel agree to pledge, sell, securitize, syndicate, participate or otherwise encumber or transfer their respective interests. Although TCM 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 TCM 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, TCM and/or its personnel generally will be less aligned with limited partners than would otherwise be the case.

No investor or prospective investor should invest with TCM 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 Clients or the expenses borne thereby. To avoid any potential conflicts of interest, TCM’s Code of Ethics requires employees to, among other things: • • • • • •

Act with integrity, competence, dignity, and in an ethical manner with the public, Clients, prospects, and third-party service providers; Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, trading, promoting TCM’s services, and engaging in other professional activities; Adhere to a fundamental standard that employees do not take inappropriate advantage of their position; Avoid or disclose any actual or potential conflict of interest; Conduct all personal securities transactions in a manner consistent with TCM’s Code of Ethics; and Comply with applicable provisions of the federal securities laws.

TCM’s Code of Ethics also governs the ownership of securities by TCM personnel and Shared Personnel who have access to non-public information regarding the purchase or sale of securities by TCM Clients or are involved in making investment recommendations (or have access to such recommendations) and certain of their family members (such personnel and their applicable family members, “Access Persons”). Such Access Persons are required to, among other things: (1) pre-clear certain personal securities transactions, (2) report certain personal securities transactions on at least a quarterly basis, and (3) provide TCM with a detailed summary of certain holdings (both initially upon commencement of employment and annually thereafter) over which such Access Persons have a direct or indirect beneficial interest. While the Code of Ethics generally permits Access Persons to beneficially own and transact in securities, Access Persons must do so in a manner consistent with TCM’s obligations to its Clients, among other things. Accordingly, Access Persons will generally be restricted from transacting in securities of a portfolio company owned by a Client; provided, that (x) securities received by an Access Person as director’s fees, if any, may be sold by such Access Person contemporaneously with any sale by a Client of such securities, and (y) Access Persons may be permitted to participate in directed share programs whereby such Access Persons could acquire securities of a portfolio company during a public offering of such portfolio company, provided that TCM determines, in good faith, that it would not have been suitable for a Client to acquire such securities. The acquisition of portfolio company securities by an Access Person in a directed share program generally will not be considered to create a material conflict of interest as long as such Access Person (i) owns less than 5% of the outstanding equity securities of the portfolio company and (ii) is restricted from selling such securities until after the Clients have disposed of all interests in such portfolio company. If securities are

not issued by a portfolio company and are not on any restricted list held by Trilantic North America, Access Persons generally will not have material non-public information relating to such securities and consequently will be permitted to transact in such securities as long as no investment opportunity is being misappropriated. Conflicts could nevertheless arise (and have arisen) if the issuer of such securities is subsequently identified as a potential portfolio company by a Client. To determine whether such a conflict is material, TCM will review a variety of factors, including whether such Access Person controls the company in question, the amount of such securities held by such Access Person, the timing of the purchase of such securities and the manner in which such Access Person received the investment opportunity. Generally, if an Access Person owns less than 5% of the outstanding equity securities of a potential portfolio company, does not otherwise control the company, did not transact in the securities once such Access Person knew of a Client’s interest in such company and did not receive the investment opportunity as a function of his or her employment with TCM, then the ownership by such Access Person of such company will not be considered a material conflict of interest. TCM and/or its affiliates reserve the right to employ or engage personnel with pre-existing ownership interests in portfolio companies owned by the Clients. If a Client acquires as a portfolio company any company whose securities are beneficially owned by an Access Person, such Access Person must disclose such ownership to the Chief Compliance Officer to facilitate ongoing monitoring for potential conflicts of interest. TCM will endeavor to monitor personal securities holdings and trading of Access Persons to identify potential conflicts of interest. While TCM will aim to resolve such conflicts of interest in a manner it determines to be fair and reasonable under the circumstances over time, there can be no assurance that any such conflicts of interest will be resolved in a manner that is fair and equitable to any or all Clients. TCM and/or the respective general partners will generally participate in a Client’s investment program by agreeing to commit a certain percentage of a Client’s total capital commitments or a certain amount as defined in such Client’s governing documents. Therefore, TCM, its employees or a related entity economically participate in transactions effected for Clients. In addition, certain employees of TCM and/or related entities or persons could have investments in Clients outside of any general partner participation, such as the ability to invest in Clients on a reduced or waived fee/carried interest basis. Furthermore, certain employees of TCM could be offered an opportunity to participate in investment opportunities associated with Other Businesses (as defined in Item 10), and subject to the pre-clearance requirements noted above, could make such investments in Other Businesses. TCM endeavors to mitigate such conflicts by requiring all personnel to disclose interests in personal securities (as described above) and any outside activities to the Chief Compliance Officer as described more fully in Item 10. In addition, TCM could arrange for a transaction amongst or between certain Clients or among or between Clients and GCM clients, and/or their respective portfolio companies. In any such circumstances, TCM will enter into such transactions only on a basis that TCM reasonably determines in good faith to be fair and reasonable taking into account any conflicts and any other considerations deemed relevant by TCM and otherwise in accordance with such Client’s operating agreements, which in certain cases, includes notification to, or pre-approval by, a Client’s LP Advisory Committee. To the extent more than one Client is currently investing, any investment opportunities that can be referred to multiple Clients will be done based on TCM’s investment allocation guidelines, which are available to any current or prospective investor upon request. Co-investment entities that are Clients and co-investors investing directly in a portfolio company of a Client could also present conflicts of interest. Co-investment opportunities are offered at the sole discretion of TCM, and TCM expects to provide (or commit to provide) co-investment opportunities (including the opportunity to participate in co-invest vehicles) to operating partners that are members of the TCM Advisory Boards, current or former portfolio company management or personnel (or portfolio company management or personnel of GCM clients), current or potential limited partners of a Client, other sponsors, market participants, finders, consultants and other Service Providers, TCM’s personnel and/or certain other

persons associated with TCM and/or its affiliates, or other third parties. TCM will not be able to offer coinvestment opportunities to all requesting parties. In allocating co-investment opportunities, TCM takes into consideration a variety of factors, including, but not limited to: past opportunities shown and elected, strategic relationships (including participation/role in transaction), contractual obligations, industry expertise, aggregate commitments to a specific Client or across multiple Clients, expected commitments to future Clients, and portfolio company structure, among other considerations. Allocation policies may be changed from time to time to take into consideration factors deemed relevant by TCM in good faith. Coinvestment entities and co-investors may present conflicts of interest. For instance, TCM reserves the right to charge management fees or carried interest on these co-investment opportunities at rates lower or higher than those of its Clients, or can waive such fees and carried interest altogether (and has so waived or calculated differently such economics), in its sole discretion. Co-investments may be subject to commitment fees, transaction fees or other similar fees related to a completed transaction, which will be borne by Clients based on their pro rata share (based on participation) or on such other basis as deemed fair and reasonable by TCM or otherwise disclosed and consented to pursuant to Client governing documents. In addition, such co-investment opportunities could be structured (and have been structured) through a syndication of an investment purchased initially by a GCM client or a Client, with such initial investing GCM client or Client receiving a return of capital and generally receives interest thereon (typically equal to the subsequent closing interest rate). TCM strives to execute such syndications within a certain amount of time following a GCM client or Client’s investment; timing could vary, and has varied, on a case-bycase basis, taking into consideration any time limits included in any Client’s governing documents. Such syndications are expected to occur at cost and will not necessarily reflect fair market value. Expenses are generally allocated among Clients (or GCM clients, if applicable) that shared in the activities generating such expenses, including co-investment vehicles participating in such activity, although certain expenses could be allocated to a single Client or investor of Client, or a subset of Clients or investors and not all Clients or investors, at the discretion of TCM. Furthermore, TCM or 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 Client investors, and the consideration of the factors set forth above 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. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Client, and TCM expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Client because (i) co-invest opportunities generally appeal to Client investors and third parties, (ii) to the extent co-investments made by Client investors are not subjected to management fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the management fee offset provisions of a Client’s governing documents. In order to facilitate the acquisition of a portfolio company, a Client reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to co-investors or other persons prior to or following the closing of the acquisition. In such event, the relevant Client will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the general partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, the general partner’s interest in limiting the Client’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Client would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate

share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-thanexpected investment in such portfolio company, (iii) receive less-than-fair-market value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. When and to the extent that employees and related persons of TCM and its affiliates make capital investments in or alongside certain Clients, TCM and its affiliates are subject to potentially conflicting interests in connection with these investments. There can be no assurance that any Client’s return from a transaction would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. Furthermore, TCM or 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 Client investors, and the consideration of the factors set forth above 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. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Client, and TCM expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Client because (i) co-invest opportunities generally appeal to Client investors and third parties, (ii) to the extent co-investments made by Client investors are not subjected to management fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the management fee offset provisions of a Client’s governing documents. In order to facilitate the acquisition of a portfolio company, a Client reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to co-investors or other persons prior to or following the closing of the acquisition. In such event, the relevant Client will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the general partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, the general partner’s interest in limiting the Client’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Client would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-thanexpected investment in such portfolio company, (iii) receive less-than-fair-market value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. When and to the extent that employees and related persons of TCM and its affiliates make capital investments in or alongside certain Clients, TCM and its affiliates are subject to potentially conflicting interests in connection with these investments. There can be no assurance that any Client’s return from a transaction would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed.

TCM is generally authorized to make the following determinations, subject to Clients’ investment objectives and restrictions, without obtaining prior consent from the relevant Clients or any of their investors: (1) which securities or other instruments to buy or sell; (2) the total amount of securities or other instruments to buy or sell; (3) the executing broker or dealer for any transaction; and (4) the commission rates or commission equivalents charged for transactions. Although TCM generally seeks competitive commission rates and commission equivalents, it will not necessarily pay the lowest commission or equivalent. Transactions may involve specialized services on the part of a broker-dealer, which may justify higher commissions and equivalents than would be the case for more routine services. In addition, to the extent TCM Clients are in a minority investment in any portfolio company, TCM may have a limited ability to choose the executing broker or dealer for a transaction. TCM does not participate in any soft dollar arrangements outside of receiving research available to other institutional investors. Research services received from brokers and dealers are supplemental to TCM’s own research effort. To the best of TCM’s knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. TCM aggregates transactions across Client accounts in accordance with each Client’s respective governing documents.

Currently, all investors in Clients over which TCM has custody receive audited financial statements on an annual basis as of the end of such Client’s fiscal year end. In addition, a Clients’ investors typically receive unaudited financial statements on a quarterly basis as of the end of each of the first three fiscal quarters, and unaudited individual capital account statements as of the end of each fiscal quarter. Some investors are entitled to annual audited financial statements and annual unaudited individual capital account statements only, according to the terms of their respective Client’s operating documents. In addition to general Client reporting, TCM provides certain investors with additional or more frequent information that other investors

will not receive (e.g., under a Side Letter or in response to diligence or other requests). Material new investments are communicated to investors of the applicable Client, typically via capital call notices, which include a brief description of the investment, and subsequently new investments are described in quarterly limited partner reports.

TCM or its affiliates generally charge the applicable Fund for such placement fees or otherwise cause the Client to pay such fees; however, all such fees due to placement agents by such Fund reduce the management fee otherwise payable by the Client’s limited partners by an identical amount. TCM or its affiliates could be entitled to receive cash and non-cash: (i) set-up or other origination fees in connection with the origination of any Client’s portfolio investments; (ii) topping or break-up fees in connection with proposed but unconsummated investment of a Client; (iii) directors’ or monitoring fees paid by a portfolio company of a Client or other companies; (iv) commitment fees in connection with a Client’s commitment to make a portfolio investment; (v) stock options or other compensation granted or paid by portfolio companies of Clients to the employees of TCM or Greenbelt who could serve in a bona fide, non-director management capacity at any such portfolio company; (vi) stock options or other compensation granted or paid by portfolio companies that a Client has disposed of (whether or not such employees serve in a director or management capacity at such portfolio companies); and (vii) certain other fees including, without limitation: exit fees; diligence fees; rental income; compensation or directors fees paid to members of TCM’s Advisory Boards, including the Founders Council, senior advisors and/or Reinet; directors fees paid to TCM or its employees or employees of Greenbelt by portfolio companies that have been disposed of by Clients. In accordance with each Clients’ applicable governing documents and as discussed in Item 5, certain of these fees collected by TCM or its affiliates (that meet the definition of Available Fees set forth in each Client’s operative documents) are subject to an offset against the future management fee otherwise payable by such Client.

Unless otherwise expressly agreed with investors of a Client, TCM could also determine, in its sole discretion, to satisfy its obligations under the custody rule of the Advisers Act (the “Custody Rule”) by having such Client’s assets subject to an independent verification by an independent public accounting firm and providing for quarterly statements to be distributed to each investor in such Client by such Client’s qualified custodian(s). Except as permitted by the Custody Rule and related SEC guidance, assets of all Clients over which TCM has custody are held in custody by unaffiliated broker/dealers or banks, which are considered “qualified custodians” under the Custody Rule. In addition,

with respect to Clients that would be subject to an independent verification, documents evidencing uncertificated securities would also be maintained by such Client’s qualified custodian(s). With respect to Clients that are subject to an annual audit, the audited financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and distributed within 120 days of each respective Client’s fiscal year end as noted above, or such earlier period as has been designated in such Client’s operating documents. Currently, all Clients over which TCM has custody are subject to an annual audit and therefore audited financial statements are distributed to each investor.

TCM will seek to vote its Clients’ proxies in the best interest of its Clients and not its own. TCM will seek to avoid material conflicts of interest between the interests of TCM on the one hand and the interests of its Clients on the other. If the CCO or designee and/or investment staff member detects a material conflict of interest in connection with a proxy solicitation, the CCO must be informed and will then elevate the matter to TCM’s Chairman or President for discussion. The CCO or designee will retain a memo to the files describing the material conflict of interest and the proposed resolution. TCM will vote proxies in the interest of maximizing value for TCM’s Clients. All proxy solicitation materials received by TCM are typically received by the Principal or Partner on the respective deal(s) and then must be shared with the CCO and/or her designee. A copy of the deal team(s) proxy vote remittance will be provided to the CCO or her designee.

A number of TCM’s investment professionals or other designated representatives serve as board members for portfolio companies of Clients. In situations where TCM votes the proxy for a company in which a TCM investment professional serves on the board of directors, TCM has determined that it does not inherently present a conflict of interest as (a) the TCM investment professional is on the board of directors as a representative of the Clients and (b) the sole purpose for serving on the board is to maximize the return on Clients’ investment and to ensure that Clients’ interests are protected. Given these facts, the Clients’ and the representative’s role are aligned with respect to proxy voting.

A record of proxy voting policies and procedures, proxy statements received regarding Client securities and all proxy votes cast on behalf of Clients will be maintained for at least five years and available for review. Please note that TCM may rely on proxy statements filed on the SEC’s EDGAR system (see http://www.sec.gov/edgar/searchedgar/companysearch.html), or which are maintained with a third party, such as a proxy voting service, provided that TCM has obtained an undertaking from the third party to provide a copy of the documents promptly upon request. Investors should contact the CCO for a copy of the proxy voting policy and procedures, or information with respect to a specific proxy vote. Class Actions In the event that one or more of TCM’s Clients becomes involved in any class actions, TCM and a Client’s general partner(s) of the applicable Client(s) will use their discretionary authority to act in what they believe to be the best interests of the Clients in directing their participation in such class actions, which may include opting out of the recovery achieved through the class action and separately pursuing their own remedy. If the class action relates to a specific portfolio company, the determination of whether to participate in such class action is delegated to the Partner(s) and Principal(s) primarily responsible for monitoring such portfolio company, which determination shall be made in consultation with the other Partners and Principals of TCM. In the event that a Client does not participate in a class action, investors will not receive any proceeds received from class action recoveries.

Statement of Assets, Liabilities and Partners’ Capital December 31, 2025 (in thousands)