Golden Gate Capital: investment adviser

Such affiliates are generally under common control with Golden Gate or otherwise possess a substantial identity of personnel and/or equity owners with Golden Gate. These affiliates may be formed for tax, regulatory, or other purposes in connection with the organization of, or the advisory services provided to, the Funds, or may serve as general partners (or equivalent) of the Funds (the “General Partners”). The Adviser provides investment supervisory services to funds that primarily make private equity investments (collectively, the “Funds”), including (1) Golden Gate Capital Opportunity Fund, L.P. and Golden Gate Capital Opportunity Fund-A, L.P. (collectively, the “Opportunity Fund”), a multi-series, semi-permanent capital vehicle, and (2) Golden Gate Capital Fund VII, L.P. and Golden Gate Capital Fund VII-A, L.P. (together, “Fund VII”), a traditional closed-end drawdown private equity fund with a defined term. Additionally, the Adviser expects to organize and serve as general partner (or in an analogous capacity) of certain other entities which are AIVs (as defined below) organized to address, for example, specific tax, legal, business, accounting, or regulatoryrelated matters that may arise in connection with a transaction or transactions. The General Partners each serve as general partner to one or more Funds and have the authority to make the investment decisions for the Funds to which they provide advisory services. In general, the Adviser provides the day-to-day advisory services for the Funds. As described elsewhere herein, the Adviser also expects in certain instances to establish (and, in the case of NGC Capital, has established) sub-advisory relationships with certain other investment advisers, including, but not limited to, NGC Capital, pursuant to which such investment adviser(s) provide investment advisory services to one or more Funds and/or certain portfolio company investment vehicles. Each General Partner is deemed registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), pursuant to the Adviser’s registration in accordance with SEC guidance and is under common control with the Adviser. This Brochure describes the business practices of the Adviser and the General Partners which operate as a single advisory business. References contained in this Brochure to the strategy and operations of a General Partner should be read to include the activities of the Adviser and other Golden Gate affiliates that collectively engage in the investment process and ongoing management of the Funds’ portfolio companies and other Fund investments. The Funds make investments in private equity and, in certain instances, other indebtedness or equity and debt securities of public and private issuers (including securities convertible into equity and debt securities), derivative instruments, and any other financial instruments or assets (including real estate) that the Adviser believes may help achieve the Funds’ respective investment -4-

objectives. In accordance with the Funds’ respective investment objectives, investments are made in companies doing business in a variety of industries, including, without limitation: (1) industrials; (2) consumer products and services; and (3) technology and financial services (including insurance, asset management, broker-dealer services, software, information systems, and techenabled services). More detailed descriptions of the Funds’ investment strategies are included in Item 8 below. The Adviser’s advisory services consist of investigating, identifying, and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Funds, managing and monitoring the performance of such investments, and disposing of such investments. The Adviser typically will serve as the investment adviser or general partner to the Funds in order to provide such services, and, with respect to certain Funds, the Adviser expects in certain instances to delegate (and, in the case of NGC Capital, has delegated) such responsibilities to a sub-adviser (including, but not limited to, NGC Capital and other portfolio company asset managers). The Adviser provides investment supervisory services to each Fund in accordance with the limited partnership agreement (or analogous organizational document) of such Fund, separate investment and advisory investment management or portfolio management agreements, and/or side letters entered into with certain Funds or their investors (each, a “Governing Document”). Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable General Partner, and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Governing Documents. Investment restrictions for the Funds, if any, are generally established in the Governing Documents. The terms of the investment advisory services to be provided to a Fund, including any restrictions on investments in certain types of securities, are generally established by the Adviser and modified by negotiations with investors in the applicable Fund, and are set forth in such Fund’s Governing Documents and other documentation received by each investor prior to investment in such Fund. Once invested in a Fund, investors cannot impose restrictions on the types of securities in which such Fund may invest. The information provided above about the investment advisory services provided by the Adviser is qualified in its entirety by reference to the Governing Documents and the Funds’ subscription agreements. The principal owner of Golden Gate is David Dominik. The Adviser has been in business since 2000. As of December 31, 2025, the Adviser had approximately $11,164,012,486 of regulatory assets under management, all of which was managed on a discretionary basis (though the Adviser expects in certain instances to delegate (and, in the case of NGC Capital, has delegated) day-today investment advisory responsibility for all or a portion of certain Funds to a sub-adviser, including, but not limited to, NGC Capital).

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Additionally, consistent with the Governing Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to the Fund and/or the portfolio companies. Details about such fees and expenses are contained in the Governing Documents of a Fund. Further details about certain common fees and expenses are set forth below. Advisory Fees; Other Fees As compensation for investment supervisory services rendered to the Funds, the Adviser receives an advisory fee (each, an “Advisory Fee”) from some, but not all, of the Funds. Except where the Governing Documents expressly provide to the contrary, the amount of Advisory Fees with respect to a Fund generally will not correspond with fluctuations in the Fund’s net asset value or the net asset value of individual investments. Therefore, subject to the applicable Governing Documents, Advisory Fees generally will not be reduced (in whole or in part) in the event of write downs of investments that have not otherwise been completely written off. In certain instances, Advisory Fees are reduced during the life of a Fund and/or reduced by other fees or compensation received by the Adviser, its affiliates or certain other parties (as disclosed elsewhere herein) that relate to such Fund’s activities and investments, or by certain excess organizational or other categories of expenses borne by such Fund, as described in more detail below. Advisory Fees and expenses paid by a Fund are indirectly borne by investors in such Fund. The Governing Documents set forth the precise amount and calculation of the applicable Advisory Fees and the full list of terms under which an Advisory Fee will be reduced, offset or otherwise be limited. The Advisory Fees and other fees and distributions described herein are generally subject to modification, waiver, or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Fund. Fees may differ from one Fund to another, as well as among investors in the same Fund. Unless otherwise agreed with a Fund’s investors, Advisory Fees will continue to be payable during any term extensions. Investors should expect to bear the full specified Advisory Fee in the relevant Governing Documents until reduced in the circumstances and on the date(s) specified therein. Employees, key service providers, operating partners, operating executives, business associates, and other friends and family of the Adviser or its personnel, other strategic persons designated by the Adviser or individuals and entities that are also investors in one or more Funds (“Adviser Investors”) will not typically pay Advisory Fees or Incentive Allocation in connection with their investment in a Fund. Furthermore, the Adviser has in the past and may, from time to time in the -6-

future establish certain investment vehicles through which Adviser Investors or other third parties may invest alongside one or more Funds in one or more investment opportunities, which generally do not pay Advisory Fees or Incentive Allocation. Notwithstanding that Adviser Investors will generally not pay Advisory Fees, Adviser Investors will generally pay for their pro rata share of certain Fund expenses, or the pro rata portion of such Adviser Investors’ expenses will be allocated to the Adviser or the General Partner of the applicable Fund. In addition, the Adviser, its affiliates and/or their personnel typically perform certain management, monitoring, advisory, financial advisory or legal and other services for, and receive fees (“Corporate Service Fees”) from, the Funds, their actual or prospective portfolio companies or other investment vehicles of the Funds, and typically perform certain transaction-related activities and receive fees in connection with structuring investments in portfolio companies, as well as mergers, acquisitions, add-on acquisitions, refinancings, public offerings, sales, divestments or other similar dispositions, recapitalizations and similar transactions with respect to such portfolio companies (“Transaction Fees”). The terms of a corporate service agreement may include (among other things) automatic renewals, the payment of Corporate Service Fees (which may be fixed fees or calculated as a percentage of EBITDA or similar performance metric), and the acceleration of payment of the Corporate Service Fees upon certain termination events, including the occurrence of an initial public offering or strategic exit. The accelerated Corporate Service Fee may be calculated as the present value of hypothetical future payments, which may be based on an assumed growth in performance, based on assumed growth in EBITDA or similar metric, and may be calculated using a discount rate as low as the risk-free rate, as determined by the Adviser. Since the corporate service agreements may have prolonged terms (often exceeding ten years and/or subject to automatic extensions and renewal), the financial effect of such acceleration may be substantial, particularly in the event such circumstances occur early in the life of a Fund’s investment in such portfolio company. Notwithstanding the foregoing, in the event of an initial public offering or other disposition, monitoring fees may either terminate or, in some instances, continue to be paid, so long as the applicable Fund continues to hold an “other than de minimis position” in such portfolio company and the Adviser or its affiliates continue to provide the corporate services. The Adviser and its affiliates from time to time receive fees in connection with an unconsummated transaction (“Break-Up Fees,” together with Corporate Service Fees, Transaction Fees and any applicable directors’ fees, advisory fees, consulting fees, organization and financing fees, operational fees, commitment fees, topping fees, divestment fees, termination fees, project fees, fees relating to the arrangement of acquisitions or other financial restructuring, capital market fees, investment banking fees, fees relating to credit origination, loan syndication, loan arrangement, loan servicing and/or other types of management consulting and other similar operational and financial matters and/or other fees and annual retainers from, or with respect to, the portfolio companies and prospective portfolio companies, “Other Fees”) of a Fund. The amount and timing of Other Fees received by the Adviser or its affiliates are generally specified in the agreement or other documentation governing the applicable transaction. Generally, under the terms of the applicable Governing Documents, these Other Fees are in addition to out-of-pocket costs and expenses incurred by the Adviser in connection with any consummated or unconsummated (including terminated) transaction or in connection with -7-

generating any such fees. These Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies, prospective portfolio companies or investment vehicles (or rights thereto) or otherwise. Although these fees are in addition to the Advisory Fees, the Adviser will in some circumstances reduce or offset the amount of Advisory Fees paid by the applicable Fund in connection with the receipt of such fees. However, pursuant to the Governing Documents of certain Funds, the Adviser will retain certain Other Fees without any corresponding Advisory Fee offset. The amount and manner of such reduction is set forth in the Governing Documents of the applicable Fund and in certain circumstances vary based on the type of services, which will be determined by the Adviser. Among other things, with respect to certain Funds of the Adviser, the Adviser is not required to, and will not, reduce or offset the Advisory Fee to the extent the Adviser has paid or borne, or will pay or bear, directly or indirectly any Operations Support Expenses (as defined below) that are permitted to be paid or borne by portfolio companies or certain Funds in accordance with the relevant Governing Documents. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds. There are also certain circumstances (such as the occurrence of an initial public offering or strategic exit) which may accelerate the payment of Corporate Service Fees. Since the agreements with the portfolio companies providing for such Corporate Service Fees may have prolonged terms (possibly exceeding ten years and/or subject to automatic extensions and renewal), the financial effect of such acceleration could be substantial, particularly in the event such circumstances occur early in the life of the Fund’s investment in such portfolio company. In the event that a portfolio company does not have sufficient capital to pay a Corporate Service Fee owed, the applicable Fund’s indirect pro rata portion of such payment may be funded by such Fund through a capital call for contribution of capital by the investors in such Fund. The payment of Other Fees and reimbursements by portfolio companies and prospective portfolio companies will, in some, but not all, circumstances create a conflict of interest between the Adviser and its affiliates and the Funds and their investors, because the amounts of these Other Fees and reimbursements are often substantial, and the Funds and their investors generally do not have a direct interest in these fees and reimbursements. The Adviser determines the amount and timing of these Other Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or third-party co-investors in its transactions, and the amount of such fees and reimbursements are generally not (except in connection with the reductions described throughout this Brochure or as required by applicable law) required to be disclosed to investors in the Funds. From time to time, the Adviser will, in its discretion, disclose to an investor the amount of Other Fees allocated to the Fund in which such investor has invested in account statements or other similar periodic reports delivered to investors. For the avoidance of doubt, any fees paid to the Adviser, or its personnel, after a Fund has exited (or is in the process of exiting) an investment are not considered “Other Fees” and do not reduce the Advisory Fee. Any fees that accrue to the benefit of former Adviser Personnel (as defined below) or other persons who are or become unaffiliated with the Adviser (even if any such fee is earned during their tenure with the Adviser) are not considered “Other Fees” and do not reduce the Advisory Fees or -8-

otherwise benefit the Funds or their investors. Similarly, any fees that accrue to the benefit of Adviser Personnel (even if any fee received in kind is realized or otherwise converted to cash during their tenure with the Adviser) are not considered “Other Fees” and do not reduce the Advisory Fees or otherwise benefit the Funds or their investors. The Adviser may maintain the amounts associated with Other Fees in accounts that bear interest before such amounts are offset. Any such interest is not considered “Other Fees” and does not reduce the Advisory Fees or otherwise benefit the Funds or their investors. Portfolio Company Expense Reimbursements Portfolio companies or the Funds commonly reimburse the Adviser for certain expenses (including, without limitation, certain travel and travel-related expenses, meals and entertainment expenses (including, as applicable, closing dinners and mementos, cars and meals, social and entertainment events with, inter alia, portfolio company personnel, customers, clients, borrowers, brokers, other financial sponsors and service providers), expenses relating to training programs, meetings or other events (whether or not such programs, meetings or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting, relocation expenses and placement fees), indemnification expenses, certain legal expenses (including legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio company borrower or a lender) and similar out-of-pocket expenses, consulting fees and other cash and non-cash compensation and expenses, or reimbursement of the payment by the Adviser for payments made to its employees, consultants, operating partners and/or operating executives in connection with their performance of services for such portfolio companies, as well as consulting fees and expenses incurred by the applicable Fund for the benefit of any portfolio company); such reimbursed expenses are generally not included in the definition of “Other Fees” under the terms of the applicable Governing Documents and such reimbursements are generally not subject to the offset arrangements described above; provided, however, that with respect to certain contracts entered into by the Adviser and/or Fund portfolio companies on or after a specified date, consistent with the applicable terms of the relevant Governing Documents, payments made by or on behalf of such Fund portfolio companies to certain Operations Support Advisors (as defined in Item 11 below) for work performed on behalf of such Fund portfolio companies may be subject, in whole or in part, to the offset arrangements described above. The Adviser is not required to, and will not, reduce or offset the Advisory Fee to the extent the Adviser has paid or borne, or will pay or bear, directly or indirectly any such reimbursed expenses that are permitted to be paid or borne by portfolio companies or certain Funds in accordance with the relevant Governing Documents. As used throughout this Brochure, “travel” and “travel-related” expenses shall be deemed to include, without limitation, commercial and non-commercial transportation costs (including, but not limited to, chartered, private plane, first class or business class travel, black car, Uber, Lyft, and taxis), lodging and accommodations, meals and related entertainment. The Adviser has agreed in the past and in the future may (in its sole discretion) agree to pay a portion of a transaction or other fee received from an actual or prospective portfolio company to a third party (“Third-Party Fee”), such as a consultant, adviser, professional finder, broker, co-investor, and/or investment bank. In such event, the Third-Party Fee is not a fee that the Adviser is entitled to retain and therefore, the Adviser is not required under the terms of the applicable Governing Documents to share such -9-

Third-Party Fee with the Funds (and their investors), and such Third-Party Fee will not reduce the Advisory Fee. In addition, the Adviser or its personnel, on behalf of the Adviser, may, on very limited occasions, receive equity of a portfolio company as an Other Fee due to the service of such personnel on the board of such portfolio company or as compensation for other services provided to such portfolio company. Alternatively, an individual that was previously engaged as an Operations Support Advisor and who may have received equity (or equity-like) grants, issuances or allocations with respect to a portfolio company in such capacity may subsequently commence employment with the Adviser and continue to have rights to such equity (or equity-like) grants, issuances or allocations thereafter which in certain instances will not reduce the Advisory Fee. In either case, in the event of such a distribution or receipt of equity (or equity-like) grants, issuances or allocations, the recipients, or the Adviser, with respect to equity received as an Other Fee, may act in their own interest with respect to such securities and may determine to sell the distributed securities, or hold on to the distributed securities for such time as such recipient shall determine in its sole discretion. The ability of such recipients to act in their own interest with respect to such distributed shares may create a conflict of interest between the Adviser and its personnel, on the one hand, and the Funds, on the other hand because the recipient’s interests may not be aligned with those of the Funds and the recipient may determine to sell the equity received at a different time, or on different terms, than the Fund would sell its interest. It is possible that certain personnel of the Adviser and/or its affiliates will be seconded or permanently transferred to one or more portfolio companies and provide finance, tax, operations, compliance, legal, or investment-advisory related and other services to or on behalf of such portfolio companies. The salaries, benefits, overhead and other similar expenses for such personnel during the secondment or after their transfer will be borne (in whole or in part and directly or indirectly) by such portfolio companies or a Fund. To the extent the Adviser and/or its affiliates receive any fees or expense reimbursement from such portfolio companies with respect to such personnel, such fees or expense reimbursement generally will not result in any offset to the Advisory Fees payable by the relevant Funds. In many cases with respect to the implementation of the arrangements described above, there is not an independent third party involved on behalf of the relevant portfolio company and, therefore, such fees are not subject to a market check. A conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company by virtue of the Adviser acting on behalf of both parties. The Adviser and its affiliates also engage and retain senior advisers, advisers, consultants, operating partners, operating executives and other similar professionals, including the Operations Support Advisors, who commonly receive payments from, and/or equity (or equity-like) grants, issuances or allocations with respect to, portfolio companies, the Funds, and/or other entities. In such circumstances, the amounts of such fees or other compensation received by such persons are generally retained by such persons and will not be deemed paid to or received by the Adviser and its affiliates and will not offset or reduce the Advisory Fee except as otherwise described above. For a discussion of material conflicts of interest created by the engagement of such persons, please -10-

see “Providers of Operations Support Services” in Item 11 below. The precise amount of, and the manner and calculation of, Advisory Fees (and Other Fees) applicable to each Fund (or its portfolio companies) are established by the Adviser, subject to the provisions of the Governing Documents applicable to such Funds or the investors in the applicable Fund, respectively. The Adviser is entitled, in its sole discretion, to elect to waive or reduce Advisory Fees (both on a voluntary basis and on a negotiated basis with selected investors) and to charge varying (or no) Advisory Fees to different Funds, as well as to different investors in the same Fund. For example, the Adviser and certain of its principals, strategic partners, service providers, operating partners, operating executives and employees or their family members and related vehicles invest in certain of the Funds, and Advisory Fees assessed on such investments are generally substantially reduced or waived entirely. Notwithstanding that such parties will not typically pay Advisory Fees, they will pay for their pro rata share of certain Fund expenses (or the Adviser may bear those expenses on behalf of such parties). The fee structures described herein may be modified from time to time as provided in a Fund’s Governing Documents. Fees generally differ from one Fund to another. In certain instances, fees also differ as among investors in the same Fund based upon factors established by the Adviser from time to time, resulting in reduced fee levels being available to certain investors (which may include personnel of Golden Gate and its affiliates) based upon those factors (and such factors may include, for example, whether such investors have subscribed prior to others or early in the term of a Fund). In addition, the Adviser has in certain instances entered into economic and/or other fee sharing arrangements with respect to one or more Funds and/or certain limited partners thereof, the rights of which will not generally be made available to other limited partners. For those Funds where the Adviser receives an Advisory Fee, such Advisory Fees are generally deducted from the assets of such Funds quarterly or semi-annually in advance. Upon termination of the applicable Governing Documents, Advisory Fees that have been prepaid are generally returned on a prorated basis. The Adviser is generally entitled to waive or reduce all or a portion of the Advisory Fee paid by a Fund in full or partial satisfaction of any obligation of the Adviser and certain employees, affiliates, Operations Support Advisors of, and other persons associated with, the Adviser to invest in and alongside such Fund, which has the effect of accelerating investor capital contributions. Waived or reduced Advisory Fees are generally not subject to various offsets or the reductions described above. Due to waived or reduced Advisory Fees and/or the timing of receipt of compensation subject to offsets, investors in Funds may in certain instances not receive the full benefit of reductions or offsets (e.g., during periods when the Adviser no longer receives Advisory Fees and receives compensation that would otherwise be subject to offset, the Adviser, depending on certain elections that may be made by Fund investors, may be entitled to retain such compensation without remitting any such amounts to the applicable Fund or its investments).

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Expenses Adviser Expenses To the extent provided in Governing Documents, and except as described below as a “Fund Expense,” the Adviser will pay out of Advisory Fees certain expenses and costs associated with the performance of its services, including ordinary office overhead expenses such as certain rent, supplies, charges for furniture and fixtures, travel and entertainment (in the case of travel and entertainment, to the extent not ultimately borne by one or more portfolio companies), compensation of its partners (but generally not operating partners and/or operating executives or their operating expenses, the expense for which is generally ultimately borne by portfolio companies, and except and in the case of former affiliated law firms, or future affiliated law firms, engaged by Golden Gate for legal and/or other consulting services to, or on behalf of, portfolio companies of the Funds or the Funds) and employees (other than Incentive Allocations described in Item 6 below and except in the case of former affiliated law firms, or future affiliated law firms, engaged by Golden Gate for legal and/or other consulting services to, or on behalf of, portfolio companies of the Funds or the Funds) and other routine administrative expenses relating to the advisory services and facilities provided by the Adviser to the Funds. In addition, expenses and fees generated in the course of evaluating and making investments which are not consummated or terminated are generally borne by the Adviser as described in each Fund’s Governing Documents except to the extent such amounts are subject to the offset arrangements described above. Any such expenses or fees not borne by the Adviser will be borne by the applicable Fund(s) in accordance with their respective Governing Documents or, to the extent not addressed in such Governing Documents, in accordance with the Adviser’s fee and expense policy, which generally contemplate such expenses or fees being borne on a pro rata basis based upon, in the Adviser’s sole discretion, the anticipated capital commitment amounts with respect to such unconsummated investment, and typically include the portion that would have otherwise been borne by coinvestment vehicles had the investment been consummated. Fund Expenses Consistent with the applicable Governing Documents, each Fund will bear all other expenses relating to it, to the extent not borne by its portfolio companies (or borne by the Adviser, in its sole discretion, on behalf of a Fund or a portfolio company), including, as applicable: (1) all printing, legal, accounting, travel, marketing, information technology, filing and other fees and expenses (including, but not limited to, reimbursements of fees and expenses of third parties, including, but not limited to, legal and accounting advisers, and reimbursement of expenses of any placement agent to the extent such expenses, if incurred directly by the general partner of a Fund, would be payable by the Fund) incurred by the Fund, the general partner, the Adviser or their respective affiliates in connection with the start-up and organization of, and issuance of interests in, the Fund, any parallel fund and the general partner and the offering and sale of limited partner interests in the Fund, including, but not limited to, negotiations and discussions with prospective investors, and other fundraising expenses associated with the admission of an investor and investor-related services and other similar costs (including, but not limited to, certain general partner registration expenses, travel and travel-related and entertainment expenses incurred in connection with a Fund’s fundraising premium meals, social and entertainment events); (2) any placement fees; (3) -12-

the Advisory Fee; (4) all fees and expenses of professional and similar services to, or in connection with the operation of, a Fund including, but not limited to, fees and expenses for legal, accounting, consulting (including, but not limited to, consulting fees incurred by the Adviser or the applicable Fund for the benefit of a portfolio company, fees of affiliated consultants, and consulting and retainer fees paid to the Operations Support Advisors and consultants performing investment initiatives and other similar consultants), brokerage, sale, depository (including, but not limited to, a depository appointed pursuant to the Alternative Investment Fund Managers Directive 2011/61/EU), marketing, advertising, printing, wholesaling, audit, actuarial, financial statements, investment banking, valuation (including, but not limited to, fees and expenses paid to third-party valuation agents for valuations, appraisals and pricing services, including any fairness opinion), tax returns, preparation and distribution (including, but not limited to, fees and expenses attributable to legal and tax opinion preparation, tax strategy, and tax compliance), out-of-pocket expenses incurred by a general partner in serving as the tax matters partner, research, risk management, due diligence, expert network and administrator services, all fees and expenses associated with information technology (including, but not limited to, research costs allocated by the Adviser’s internal research team and third-party groups, including, but not limited to, data and information service subscriptions, related systems and services from data providers and data management software, including, but not limited to, any research or other service that may be deemed to be bundled for the benefit of a Fund and including, but not limited to, the costs of acquiring, developing, implementing and maintaining specialty and custom computer software and hardware and other technological systems for the benefit of a Fund, its investors, or a portfolio investment or potential investment, including, but not limited to, licensing fees), fees and expenses incurred in connection with maintaining a Fund’s books and records of a Fund (including, but not limited to, any related internal costs that the Adviser may incur to produce any such books and records or external costs for a third-party administrator to maintain and oversee the Fund’s books and records), and all filing and similar fees (including, but not limited to, expenses associated with the preparation and distribution of a Fund’s financial statements, tax returns and Schedule K-1s, any other reporting to the investors or any other administrative, regulatory or other Fund-related reporting or filing); (5) all fees and expenses (including, but not limited to, travel and travel-related and entertainment expenses incurred by a general partner, the Adviser and their respective affiliates in connection with a Fund’s investment activities, premium meals, social and entertainment events (with portfolio company management, customers, clients, borrowers, brokers and service providers), interest or similar charges with respect to the warehousing of any investment for a Fund and including, but not limited to, the costs and expenses of meetings of Operations Support Advisors) related to research and due diligence (including, but not limited to, the information technology systems used to obtain such research and other information, third party diligence software and service providers, subject and industry-matter research and experts), expenses relating to developing and maintaining artificial intelligence (“AI”) tools and systems, including, but not limited to, machine learning technology and generative AI (collectively, “AI Technologies”) for the benefit of a Fund (including, but not limited to, to costs of professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, internal Adviser expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by the Adviser) to a Fund, the Adviser or their affiliates in connection with such AI Technologies), discovery, sourcing, investigation, conducting diligence (including, but not limited to, travel and other fees and expenses related to attending, participating in or sponsoring trade association or Operations -13-

Support Advisor meetings, conferences, or similar events or meetings in connection with the identification or evaluation of investment opportunities or business sector opportunities (including, but not limited to, the evaluation of potential investments, regardless of whether such investment is ultimately consummated), even if such expenses are not related to a specific transaction), risk management assessment, negotiation, structuring, organizing, acquiring, making, disputing and settling claims in respect of, holding, valuing, developing, operating, managing, monitoring, servicing, restructuring, refinancing, winding up, liquidating, dissolving or disposing of investments, joint venture arrangements and platform investments, including, but not limited to, with respect to transactions that are not consummated (and including, but not limited to, any portion otherwise attributable to a general partner investor in respect of a co-investment made alongside a Fund, or to any co-investors to the extent not borne by such co-investor); (6) all fees, compensation and other expenses associated with companies and individuals retained by a Fund to provide operational support (including Operations Support Expenses), due diligence, research, specialized operations or consulting or similar or related services to, or in connection with, a Fund or one or more portfolio companies or prospective portfolio companies in relation to the identification, acquisition, holding, improvement and disposition of such portfolio companies or prospective portfolio companies, including with respect to transactions that are not consummated; (7) all fees and expenses related to the organization, establishment, maintenance administration, management, operation, dissolution and final winding up of any alternative investment vehicles or any intermediary or special purpose entity used to acquire, hold or dispose of an investment or to otherwise facilitate a Fund’s investment activities; (8) all fees and expenses relating to compliance with tax, securities law or other legal or regulatory requirements applicable to a Fund or its investors (including, but not limited to, preparation and filing of Form PF, registration or other compliance obligations related to, or arising as a result of, the offering and sale of interests in a Fund in any jurisdiction, including, but not limited to, any such obligations arising out of any rules adopted by the SEC or other regulatory agency, the Alternative Investment Fund Managers Directive 2011/61/EU including, but not limited to, all national, implementing or supplementary measures, laws or regulations or the United Kingdom Alternative Investment Fund Managers Regulations 2013 as amended including by the European Union (Withdrawal) Act 2018 and the Alternative Investment Fund Managers (Amendments etc.) (EU Exit) Regulations 2019, or the securities laws of any jurisdiction but excluding any routine, ordinary expenses of the Adviser relating to its registration as an investment adviser with the SEC that are not specifically related to a Fund); (9) all custody, hedging, depository, transfer, registration, and similar fees and expenses; (10) all insurance premiums and other fees and expenses relating to any director and officer liability, general partner liability, errors, or omissions or other insurance (including insurance of which the Adviser, its affiliates and any of their respective personnel are beneficiaries and cybersecurity insurance) and extraordinary administrative or operating expenses; (11) all costs, expenses, liabilities, and obligations attributable to or incurred in acquiring, holding, and disposing of a Fund’s investments, including, but not limited to, interest on money borrowed by the Fund, the Adviser or the general partner on behalf of the Fund, registration expenses, and any brokerage, finders’, private placement, custodial, bank account, and other fees, commissions and discounts and clearing and settlement charges incurred in connection with the purchase or sale of securities; (12) all expenses relating to short sales (including dividend and stock borrowing expenses), settlement charges, margin and other interest; (13) all fees and expenses related to borrowing and guarantees (which may be payable to another Fund co-investing in a bridge transaction or to the Adviser or an affiliate, in each case being the entity providing the bridge financing to the applicable -14-

Fund) and all forms of leverage, including financing commitments, origination and similar fees and expenses and all interest on funds borrowed or guaranteed by a Fund (if any) and expenses of loan services and other service providers; (14) all expenses of an advisory committee, including, but not limited to, set-up costs, speaker fees, honorarium and travel expenses of the members of the advisory committee (or any advisory committee observer) in connection with attendance at advisory committee meetings and legal counsel, accountants, auditors, financial advisors, or any other advisors or experts retained to assist the advisory committee and other expenses incurred in connection with advisory committee action; (15) all extraordinary expenses, such as litigation, arbitration and indemnification costs, expenses, judgments and settlements, including, but not limited to, all expenses incurred in connection with the resolution of claims or disputes involving existing or potential investments and legal fees and expenses incurred in connection with prosecuting or defending administrative or legal proceedings relating to a Fund brought by or against the Fund or the general partner, its members or the Adviser, its officers, directors, or employees (provided that the general partner, its members or the Adviser, its officers, directors, or employees shall not be entitled to be reimbursed for any legal fees and expenses incurred by any of them if they would not be entitled to indemnification); (16) all taxes (including, but not limited to, real property or personal property taxes on investments and taxes applicable to a Fund on account of its operations), fees and duties and other governmental charges, and, in each case, related interest and penalties (if any) (other than those reimbursed by a particular investor), and all expenses incurred in connection with any tax audit, investigation, settlement, or review of a Fund; (17) all fees and expenses incurred in connection with any conference or meeting of one or more investors and related activities, including, but not limited to, set-up costs, speaker fees, honorarium, and travel expenses incurred by a general partner, the Adviser, or their respective affiliates or their personnel in connection with such meetings and activities, regardless of whether persons other than Fund investors attend the meeting; (18) all fees and expenses incurred in connection with any mailing or distribution to investors, including, but not limited to, preparing, printing and providing reports, disclosures, and notices to investors physically and electronically, including any information requests, and conforming to investor-requested reporting templates, such as those of the Institutional Limited Partners Association, which, in some instances, may differ from the Adviser’s standard form of reporting and all fees and expenses associated with making capital calls from and distributions to investors, including, but not limited to, fees and expenses of information technology used to facilitate all such activities; (19) all fees and expenses incurred in connection with complying with provisions of side letter or similar agreements, including “most favored nation” provisions, and the costs and expenses of any service providers retained in connection therewith; (20) all fees, costs and expenses associated with any amendments, modifications, revisions or restatements to a Fund’s Governing Documents and, to the extent related thereto or otherwise related to the operation of a Fund, of its general partner; (21) all fees and expenses associated with a Fund’s compliance with applicable laws and regulations; (22) all other fees, costs, expenses and liabilities incurred in connection with the administration of a Fund or otherwise that may be authorized by its Governing Documents; (23) all fees and expenses of dissolving, winding-up, liquidating or terminating a Fund; (24) all out-ofpocket commitment fees, breakup fees and other similar amounts paid by a Fund, its general partner, the Adviser or their respective affiliates to a third party in connection with an investment or disposition opportunity for a Fund that the Fund did not consummate; (25) out-of-pocket costs and expenses, if any, associated with any third-party examination or audits (including similar services) of a Fund or the Adviser that are attributable to the operation of such Fund or requested -15-

by one or more investors in a Fund; (26) unreimbursed costs and expenses in connection with any transfer of an investor’s interest in a Fund; (27) unreimbursed expenses and unpaid fees of the Operations Support Advisors; (28) all expenses associated with a Fund’s feeder funds (including those formed for the benefit of employees and affiliates of such Fund); (29) costs and expenses incurred preparing materials to facilitate the ongoing compliance with the Governing Documents and side letters (including compliance operating manuals, investor trackers, and other related documentation); (30) all other similar fees and expenses; and (31) any other fees and expenses approved by an advisory committee. Certain Funds also shall pay for the costs and expenses of services of the types described above that are provided by the Adviser or its affiliates (including, but not limited to, an allocable portion of personnel and related overhead expenses of the Adviser’s in-house personnel) subject to any limitations in such Fund’s Governing Documents, and for the avoidance of doubt, any such amounts will not constitute Other Fees and will not offset the Advisory Fee. Generally included in the expenses permitted to be borne by a Fund are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants and/or other service providers to procure, develop, establish, review, revise, customize, upgrade and/or negotiate relationships relating to the foregoing items, which generally are expected to be significant. In certain cases, these or similar expenses (and/or Other Fees) are expected to be charged to portfolio companies, capitalized into the cost basis of a transaction or, to the extent necessary or desirable for operational, administrative, tax or other reasons, charged at the level of an intermediate holding company between the relevant Fund and the portfolio company. In some circumstances, when Advisory Fees are calculated and charged based on invested capital, such calculation may include the value of such capitalized expenses, costs and/or Other Fees relating to unrealized investments, including such amounts payable or reimbursable to the Adviser and its affiliates. As a result, the Adviser and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Advisory Fees will be calculated. From time to time, the General Partner of a Fund creates certain “alternative investment vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal and regulatory considerations of investors (“AIVs”). In the event the General Partner creates an AIV, consistent with the Governing Documents of such Fund and to the extent not borne by a portfolio company, the expenses related to its organization and formation and other expenses incurred solely for the benefit of the AIV will typically be borne by the AIV and, indirectly, the investors thereof. In addition, expenses of the types borne by a Fund but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in such Fund (including, without limitation, expenses of accounting and tax services) may be borne by such Fund and, indirectly, the investors thereof (even if such investors do not participate in any such feeder fund or similar vehicle). Co-Investment Fund Expenses and Expense Allocation In certain cases, a co-investment vehicle, or similar vehicle established to facilitate the investment by investors to invest alongside a Fund will be formed in connection with the consummation of a transaction. Consistent with the Governing Documents of a Fund, in the event a co-investment -16-

vehicle is created to invest alongside a Fund, the investors in such co-investment vehicle will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle. The co-investment vehicle will generally bear its pro rata portion of expenses incurred in making an investment. Unless the Adviser determines otherwise in its sole discretion or subject to negotiations with a particular co-investor, in general neither co-investment vehicles nor third-party co-investors will bear any costs, fees, or expenses related to a proposed but not consummated transaction (“Dead Deal Costs”), even if a co-investment vehicle has been formed for the purpose of investing in the proposed transaction or if third-party co-investors have otherwise committed to invest in the proposed transaction and regardless of the anticipated investment allocation between the relevant Funds and co-investment vehicles. It is also possible that a co-investor will not agree to share expenses with a Fund if a transaction is not consummated. As a result, Dead Deal Costs are generally borne by a Fund or Funds selected by the Adviser as proposed investors for such proposed transaction (other than in respect of the Dead Deal Costs associated with any co-investor who is an affiliate of the Adviser), which will result in the Fund(s) bearing more than its pro rata share of Dead Deal Costs. Similarly, co-investment vehicles (and third-party co-investors) are not typically allocated any share of Break-Up Fees received in connection with such an unconsummated transaction. The Adviser will have sole discretion in determining the particular allocation of costs, fees, and expenses among Funds and co-investors or co-investment vehicles. This discretion creates a potential conflict of interest, as the Adviser may have an incentive to allocate expenses to a particular Fund over another Fund because, for example, different Funds have different fee arrangements, and the Adviser would have an incentive to allocate fewer expenses (including Dead Deal Costs) to higher fee-paying vehicles. Furthermore, to the extent a co-investment vehicle is formed in connection with a proposed transaction, certain expenses relating to such co-investment vehicle may, in certain situations, be borne by a Fund, regardless of whether such proposed transaction is consummated. Dead Deal Costs may include, among other things, legal, accounting advisory, consulting, expert network, or other third-party expenses (including amounts payable to Operations Support Advisors and other third parties), any travel and travel-related expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment (including commitment fees), any Break-Up fees, reverse termination fees, topping, termination or other similar fees, costs of negotiating co-investment documentation (including non-disclosure agreements with counterparties), the costs from onboarding (e.g., KYC, etc.) investment entities with a financial institution, commitment fees that become payable in connection with a proposed investment, expenses incurred in connection with any tax audit, investigation, settlement or review of the Funds, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. From time to time, a Fund will incur certain ongoing expenses that benefit a co-investment vehicle or co-investor (for instance, insurance premiums). In such instances, these ongoing expenses will be borne solely by such Fund and will not be borne by any benefiting co-investment vehicle or coinvestor. -17-

In addition, the Adviser and its affiliates have discretion to (1) receive performance-based compensation, Advisory Fees or similar fees from co-investors, and (2) collect customary fees in connection with actual or contemplated investments that are the subject to co-investment arrangements. Allocation of Expenses The Adviser will be required to decide whether certain fees, costs and expenses should be borne by a Fund, on the one hand, or the Adviser, on the other hand, and/or whether certain fees, costs and expenses should be allocated between or among Funds and/or other parties, including portfolio companies. In exercising its discretion to allocate fees and expenses among the Funds, the Adviser expects to use an allocation methodology based on the net asset value of the Funds or such other methodology as determined by the Adviser in good faith. Certain Funds bear certain expenses that are not borne by other Funds. In such circumstances, the Adviser has an incentive to allocate additional expenses to a Fund permitted to bear such expenses. Furthermore, the Adviser reserves the right to charge such fees, costs and expenses at varying levels in a portfolio company’s holding or operating structure. The appropriate allocation among the Funds of expenses and fees generated in the course of evaluating and making investments often may not be clear, especially where more than one Fund participates. Certain expenses may be the obligation of one particular Fund and may be borne by such Fund, or expenses may be allocated among multiple Funds and entities. In exercising its discretion to allocate expenses, the Adviser may be faced with a variety of potential conflicts of interest. The Adviser allocates fees, costs and expenses in accordance with a Fund’s Governing Documents. To the extent not allocated to a portfolio company, the Adviser will allocate fees and expenses incurred in the course of evaluating and making investments that are consummated between Funds in accordance with each Fund’s Governing Documents or, to the extent not addressed in such Governing Documents, in accordance with the Adviser’s fee and expense policy. However, subject to such policy and the applicable Governing Documents, Fund expenses typically will be allocated among all relevant Funds or co-invest vehicles receiving the benefit of such expenses (in the relevant General Partner’s sole discretion) and eligible to reimburse expenses of that kind. The allocation of such expenses is permitted to be made on a proportional basis, and any such determinations involve inherent matters of discretion, including, but not limited to, in determining which Funds or co-invest vehicles benefit (or to the extent to which they benefit) from the relevant service relating to the expenses, or whether to allocate pro rata based on number of Funds or coinvest vehicles receiving related benefits or proportionately in accordance with asset size, or in certain circumstances determining whether a particular expense has greater benefit to a Fund or the Adviser. As a result, it is possible that a Fund or co-invest vehicle will benefit (or benefit disproportionately) from expenses borne in whole or in part by another Fund. The appropriate allocation between Funds (to the extent not borne by the Adviser as described above), Adviser Investors (as defined elsewhere herein) and Third Parties (as defined elsewhere herein) of Dead Deal Costs, will be determined by the Adviser and its affiliates in their good faith discretion, consistent with the Governing Documents of the Funds, as applicable, and, to the extent not addressed in such Governing Documents, in accordance with the Adviser’s fee and expense policy. If multiple Funds evaluate a potential investment that is not consummated, the Adviser -18-

generally allocates such fees and expenses generated in the course of evaluating such investment among such Funds based on the anticipated capital commitment amounts with respect to such unconsummated investment. Such expenses typically are not allocated to co-investment vehicles. There are occasions when the Adviser or one Fund (the “Payor Client”) pays an expense common to multiple clients (the “Allocated Client”) (e.g., legal expenses for a transaction in which multiple Funds and/or co-investors participate). On such occasions, each Allocated Client will reimburse the Payor Client for its share of such expense, generally without interest, promptly after the payment is made by the Payor Client. In addition, there may be occasions where a Fund procures borrowing through a subscription line or credit facility in order to make an investment, syndicating out a portion of the investment to another Allocated Client. Subject to the Governing Documents, the borrowing Fund will bear the entire cost of interest from the borrowing, even though the investment may ultimately be made by other Payor Clients. Furthermore, while highly unlikely, it is possible that one of the Allocated Clients could default on its obligation to reimburse the Payor Client. In certain circumstances, the Adviser, the relevant General Partner or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from the Funds to which such expenses relate. Although the Adviser generally structures Funds to avoid circumstances in which one Fund ultimately bears liability for all or part of the obligations of another Fund or any of its affiliates, in certain circumstances lenders and other market participants negotiate for the right to face only select Fund entities, which may result in a single Fund being solely liable for other Funds’ share of the relevant obligation and/or joint and several liability among Funds. In such cases, the Adviser may cause the relevant other Funds to enter into a back-to-back guarantee, indemnification, or similar reimbursement arrangement or understanding, although the Fund undertaking the obligation in the first instance generally will not receive compensation for being primarily liable under these arrangements. Certain co-investors (potentially including 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) are not expected to share in incurring such leverage or the related costs and as a result the Fund will disproportionately bear the obligations, risk, and/or costs of leverage arrangements. In other circumstances, lenders and other market parties are expected to seek “cross default” rights under which a Fund will be treated as in default under the relevant facility in the event of a default by another Fund or an affiliate of the Adviser relating to their respective lending or other facilities. If any such provision were to be triggered, a Fund’s limited partners could suffer adverse effects resulting from any default by any Fund or an affiliate, whether or not related to the Fund in which such limited partners have invested. With respect to allocating other expenses among Fund(s), Adviser Investors and/or co-investors (including Third Parties), as appropriate, the Adviser will make any such allocation in accordance with the Adviser’s fee and expense policy, which generally requires the Adviser to make such determination in a manner which best matches the benefits received by each party using its good faith judgment, notwithstanding its interest (if any) in the allocation (which such methodologies may include pro rata allocation based on the respective capital commitments of a Fund, pro rata allocation based on the respective investment (or anticipated investment) of a party in an investment, relative benefit received by a party, or such other equitable method as determined by the Adviser in its sole discretion), and these methods will vary depending on the type of expense. -19-

The Adviser will make any corrective allocations and take any mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable. In addition, in certain instances, a Fund will bear expenses in respect of an existing or prospective portfolio company that will not be borne by other owners or investors in such portfolio company (including co-investors or any co-investment vehicle) (e.g., a Fund engages or pays for a consultant for services in respect of a portfolio company without reimbursement by other owners of the portfolio company), where the Adviser has determined such arrangement to be consistent with the Funds’ Governing Documents and the policies and procedures of the Adviser. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for a particular service will not always reflect the relative benefit derived by such Fund from that service in any particular instance. The Adviser may determine an allocation of expenses to be equitable even where a Fund is required to bear more than its proportional share of such fees or expenses relative to other parties receiving the same service or participating in the same transaction. In addition, a Fund will bear more or less of a particular expense based on the methodology used, and a Fund will bear more or less of a particular expense based on the number of parties the Adviser selects to bear the expense in its initial allocation determination. When making expense allocation determinations, the Adviser generally will allocate an expense to one or more parties that are in existence and identified as allocable parties at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases parties that were not in existence or otherwise identified as allocable parties at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases the Adviser will not re-allocate the expense to each such future allocable party, and any such future party will benefit at the expense of other allocable parties, including the Funds. In the event the Adviser is making any determination regarding whether an allocation is equitable, the Adviser has discretion in such determination, and will typically evaluate facts and circumstances relevant to the particular allocation, including, without limitation, some or all of the following: timing of the transaction, benefit to a Fund to have co-investors participate, relative negotiating power, any contractual requirements or limitations, relevant disclosures to the allocable parties, whether costs and expenses are incurred for the benefit of one party, and whether costs and expenses are incurred in connection with regulatory, tax, accounting, or similar requirements applicable to a particular party. The Adviser, from time to time, enters into arrangements with third-party advisers and consultants who provide services relating to deal-sourcing and investment opportunities, for which such advisers and consultants are paid compensation or other fees and/or are reimbursed for certain expenses. Any fees and expenses associated with such investment opportunities will be allocated to the applicable Fund(s)’ portfolio companies, consistent with the allocation process described above. Additionally, please see Item 6 regarding “Incentive Allocation” that most Funds pay. When a broker is used in connection with an investment by a Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.

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The existence of the Incentive Allocation creates an incentive for the Adviser to cause such Funds to make riskier or more speculative investments than they would otherwise make in the absence of performance-based compensation. The precise amount of, and the manner and calculation of, the Incentive Allocation for each Fund is disclosed in the Governing Documents of each Fund. The Incentive Allocation provisions are negotiated collectively with the Funds or their investors and are also subject to waiver or reduction by the Adviser or the applicable General Partner, each in its sole discretion. For example, the Adviser and certain of its principals, operating partners, operating executives, strategic partners and employees and their family members and related vehicles typically invest in Funds, and the Incentive Allocation assessed on such investments are generally substantially reduced or waived entirely. As mentioned above, certain Funds do not currently pay an Incentive Allocation. The payment by some, but not all, Funds of an Incentive Allocation or the payment of an Incentive Allocation at varying rates (including varying effective rates based on the past performance of a Fund) creates an incentive for the Adviser to disproportionately allocate time, services or functions to Funds paying an Incentive Allocation or Funds paying an Incentive Allocation at a higher effective rate or allocate investment opportunities to such Funds. Generally, and except as may be otherwise set forth in the Governing Documents of the Funds, this conflict is mitigated, at least in part, by: (1) certain limitations on the ability of the Adviser to establish new investment funds; (2) contractual provisions requiring certain Funds to purchase and/or sell investments contemporaneously; (3) contractual provisions setting forth investment allocation requirements; (4) certain allocation procedures; and/or (5) Funds having distinct investment goals and criteria. Please see Item 11 below for additional information relating to how conflicts of interest are generally addressed by the Adviser.

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Investors in the Funds are generally “accredited investors” as defined in the Securities Act and, in many instances, “qualified purchasers” or “knowledgeable employees” as defined in the 1940 Act, and generally include, among others, high net worth individuals, banks, thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations, university endowments, corporations, sovereign wealth funds, limited partnerships and limited liability companies or other entities. The Adviser has in the past conditioned (and may in the future condition) the ability to invest in certain of the Funds it manages upon an investor agreeing to invest in other funds managed by the Adviser, its affiliates, or portfolio companies of the Funds (including, for the avoidance of doubt, NGC Capital). The Adviser does not have a minimum size for a Fund, but the Adviser has established minimum investment commitments for investors in certain of the Funds. The Adviser may in its sole discretion permit (and has in the past permitted) investments below the minimum amounts set forth in the Governing Documents of such Fund.

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The Adviser seeks investment opportunities in private equity and, in certain instances, other indebtedness or equity and debt securities of public and private issuers (including securities convertible into equity or debt securities), derivative instruments and any other financial instruments or assets (including real estate) that the Adviser believes may help achieve the Funds’ respective investment objectives. In accordance with the Funds’ respective investment objectives, investments are made in companies doing business in a variety of industries, including, without limitation: (1) industrials; (2) consumer products and services; and (3) technology and financial services (including insurance, asset management, broker-dealer services, software, information systems, and tech-enabled services). The Adviser will invest using a variety of transaction types (including, without limitation, publicto-privates, corporate extractions, acquisitions, bankruptcy acquisitions, and recapitalizations) and investment strategies (including, without limitation, leveraged buyouts, growth equity, and buildups/consolidations). The Funds, directly or indirectly, are permitted to invest in equity securities, such as common stock, preferred stock, and warrants to purchase common or preferred stock and securities convertible into common or preferred stock. The Funds, directly or indirectly, are also permitted to invest in indebtedness or debt securities (including debt securities that are rated below investment grade), and such investments may include those issued by corporations denominated in currencies other than the U.S. dollar. The Funds have also entered into notional or “derivative” transactions (such as collateralized loan obligations, futures contracts, forward contracts, options and swaps) for hedging purposes or generally in an attempt to increase the Funds’ return or otherwise for legitimate business purposes. With respect to the Funds, the Adviser’s philosophy is to approach each investment as co-owners and principals with the management team in order to execute operational and strategic change. The Adviser does so through a collaborative approach with senior management with a focus on corporate strategy, merger and acquisition activity, operational discipline, and financial structuring. The Adviser does not typically seek to run day-to-day operations. In all cases, the Adviser attempts to closely align the interests of management with its own interests.

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Risks The following list is not a complete list of all risks involved in connection with an investment in the Funds. In general, the risks applicable to each Fund and the activities of its related General Partner and the Adviser include, but are not limited to: Risk of Loss There can be no assurance that a Fund will be able to achieve its investment objectives. Any given investment made by a Fund may prove to be worthless. Investors of a Fund should be prepared and able to absorb a loss of some or all the capital invested in the Fund. There can be no assurance that any investor will receive any distributions from the Fund. Business Risks Certain of the Funds’ investment portfolios will include securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Projections A Fund from time to time relies upon projections, forecasts or estimates developed by the Fund or a company in which the Fund is invested or is considering making an investment concerning a company’s future performance and cash flow. Projections, forecasts and estimates are forwardlooking statements and are based upon certain assumptions. Actual events are difficult to predict and beyond a Fund’s control. Actual events may differ from those assumed. Some important factors that could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates, market fluctuations and U.S. and non-U.S. business, market, financial or legal conditions, among others. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results for a Fund or its portfolio companies will not be materially lower than those estimated or targeted. Future and Past Performance It should be noted that the performance of the Funds, the Adviser, the Adviser’s officers and employees (collectively, “Adviser Personnel”) and any applicable sub-adviser’s prior investments is not a guarantee of the Funds’ future results. Investors could lose all or a significant portion of their investment. Although Adviser Personnel have previous experience making and managing investments similar to those contemplated by a Fund, there can be no assurance that the Fund’s investments will achieve results similar to those attained by previous investments of the Funds, their General Partners, the Adviser or their affiliates, including Adviser Personnel. In addition, a Fund’s investments may differ from previous investments made by the Funds, their General Partners, the Adviser or Adviser Personnel in a number of respects.

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Reliance on Management of a Fund Decisions with respect to the management of a Fund are made by its General Partner with the advice of the Adviser, and investors have no right or power to take part in the management or control of the Fund. Accordingly, no prospective investor should purchase any interests in a Fund unless it is willing to entrust all aspects of management of a Fund to its General Partner and the Adviser. Investors will not receive the detailed financial information issued by portfolio companies that is available to a General Partner and the Adviser and, therefore, will not have all the information on which the General Partner and the Adviser rely when making decisions on behalf of a Fund. The success of a Fund will depend on the ability of its General Partner and the Adviser to identify and consummate suitable investments, to improve the operating performance of portfolio companies and to dispose of investments of a Fund at a profit. These objectives may not be achieved. There can be no assurance that all the professionals of a General Partner and the Adviser will continue to be associated with the General Partner and the Adviser throughout a Fund’s term. The loss of the services of one or more members of the professional staff of the Adviser or the principals of a General Partner could have an adverse impact on a Fund’s ability to realize its investment objective. Adviser Personnel devote such time as is necessary to conduct the affairs of a Fund in an appropriate manner. However, certain Adviser Personnel are, and other Adviser Personnel may be, engaged in some activities unrelated to a Fund, including, without limitation, participating on boards of directors for companies that are not portfolio companies of a Fund and boards of nonprofit or civic organizations, or holding advisory positions with other investment firms or with companies that are not portfolio companies of a Fund. In particular, Adviser Personnel will continue to manage the existing Funds and portfolio companies and potential portfolio companies. Adviser Personnel may also raise one or more new funds or investment products, including a successor fund to the existing Funds, during the term of a Fund, including any industry, geography or strategy focused funds or accounts, such as credit or sector focused funds. A Fund will have no interest in these other activities. The performance of a Fund could be adversely affected by the other professional commitments of Adviser Personnel. Additionally, the activities of a Fund may be restricted as a result of Adviser Personnel’s individual activities, because Adviser Personnel may from time to time acquire confidential or material, non-public information by their involvement in these activities that they are legally prevented from using for the benefit of a Fund. For instance, due to such restrictions, a Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Reliance on Portfolio Company Management Although the Adviser monitors the performance of each portfolio investment, it is the responsibility of each portfolio company’s management team to operate the portfolio company’s business on a day-to-day basis. The Adviser generally intends to invest in companies with strong management and/or recruit strong management to such companies, however, there can be no assurance that the management of such companies will be able or willing to successfully operate -25-

a company in a manner that maximizes the value of the company’s business and operations. A portfolio company may depend on the management talents and efforts of one person or a small group of persons whose death, disability, or resignation would significantly adversely affect the portfolio company’s performance. Limited Access to Information The Adviser provides investors with reports and other information regarding the condition and prospects of a Fund and the investments in which it has invested. The Adviser’s duties, obligations, and liability to the investors with respect to the content, completeness, and accuracy of such information will be determined solely under the relevant Governing Documents. In connection with monitoring a Fund’s investments, the Adviser may obtain material information that will not be disclosed to investors, and such information may be material to determining the value of such investments. Such information may be withheld from investors in order to comply with duties to such companies or applicable law, or otherwise to protect the interests of portfolio companies or a Fund. In addition, the Adviser may agree to provide one or more investors with special rights to additional information about a Fund (including portfolio and/or company information). Highly Competitive Market for Investments The business of identifying, structuring, and completing transactions of the nature contemplated by the Funds is highly competitive and involves a high degree of uncertainty, especially with respect to timing. The Funds will be competing for investments with other private equity investment vehicles as well as strategic buyers and other institutional investors. The availability of attractive investment opportunities generally will be subject to market conditions as well as the prevailing regulatory and political climates. The size and number of private equity investment vehicles have grown dramatically, and it is likely that these trends will continue in the future. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, or more personnel than the Funds, their General Partners, the Adviser, or their affiliates. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of investment opportunities available to the Funds and adversely affecting the terms upon which investments can be made. There can be no assurance that a Fund will be able to locate suitable investment opportunities in the future, or acquire them for an appropriate level of consideration, or achieve its targeted rate of return. Likewise, there can be no assurance that a Fund will be able to realize upon the value of its investments or that it will be able to invest its committed capital. To the extent that a Fund encounters competition for investments, returns to investors may decrease, including as a result of higher pricing, foregoing opportunities, or negotiating fewer transactional protections in order to remain competitive. In addition, investors will be required to pay Advisory Fees based on capital commitments throughout the investment period, except as otherwise set forth in the Governing Documents, irrespective of whether a Fund is able to deploy all its capital commitments. Additionally, a Fund may incur bid, due diligence, negotiating, consulting or other costs on investments that may not be successful. The Fund may not recover all such costs, which would adversely affect returns. -26-

There generally will be little or no publicly available information regarding the status and prospects of prospective portfolio companies. Many investment decisions by a General Partner and the Adviser will be dependent upon the ability of their respective members and agents to obtain relevant information from non-public sources, and the General Partner and the Adviser often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. Possible Lack of Diversification The Funds are not subject to any comprehensive diversification or asset allocation requirements and do not intend to have a diversified portfolio. While the Funds have limitations on the percentage of capital it may invest in particular geographic regions or the amount of capital it may invest in a single portfolio company or group of affiliated portfolio companies, they have no such limitations with respect to any particular type of security (other than publicly traded securities and bridge investments) or industry sector. Because a Fund has the ability to concentrate its investments by investing a substantial portion of capital commitments in a single portfolio company, if the Fund does so, the overall adverse impact on the Fund of adverse movements in the value of the securities of a single issuer will be considerably greater than if the Fund were not permitted to concentrate its investments to such an extent. It is likely that the asset mix of a Fund will differ from that which would result if diversification was the Fund’s primary investment focus. To the extent a Fund concentrates investments in a particular geographic region, security, investment sector, or stage of investment, investments may become more susceptible to fluctuations in value resulting from adverse economic or business conditions applicable to such region, type of security, sector, or stage of investment. In addition, the Funds will only participate in a limited number of investments and, as a result, the aggregate return of the Funds may be substantially adversely affected by the unfavorable performance of even a single investment. Furthermore, to the extent that the total capital raised is less than the targeted amount or a Fund requires an extended period of time to raise such capital, a Fund may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Fund will likely invest in fewer portfolio companies and/or decline certain investment opportunities if there is insufficient capital and thus be less diversified. Additionally, a Fund’s organizational expenses could be higher if its fundraising period continues for an extended period. A Fund has no obligation to hold investments in order to reach or maintain its intended investment composition, and the disposition of investments may result in less diversification, and thus increased risk of loss, in the remaining pool of portfolio investments. In addition, a Fund will not be required to sell down interests in a portfolio company in which the Fund has made an outstanding bridge investment in order to comply with the limitations on investment concentration. As a result, the retention of such portfolio company receiving the bridge investment may result in the Fund having a less diversified portfolio than would otherwise be permitted, increasing the potential risk of loss to investors. The Funds’ investment portfolios are expected to be highly concentrated within relatively few investments, regions and industries, and the performance of a few holdings may substantially affect the Funds’ aggregate returns. Moreover, it cannot reasonably be expected that all a Fund’s investments will perform well or even return capital. Where there is concentration among investments such that they are subject to similar risks, and one or more such risks negatively impact -27-

the group of investments, other investments will have to disproportionately outperform in order for a Fund to achieve its desired returns. Concentration within a limited number of industries or geographies will typically involve risks greater than those of investment funds that invest across a broader range of industries or geographies. Illiquidity; Limited Transferability of Interests; Redemptions An investment in a Fund should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Additionally, the expenses of operating a Fund (including any Advisory Fee payable to the General Partner) may exceed its income, thereby requiring that the difference be paid from the Fund’s capital, including (as applicable) unfunded commitments. Furthermore, while the Opportunity Fund is a continuous investment vehicle with certain limited redemption rights, an investment in the Opportunity Fund should be viewed as an illiquid investment. Investors generally are expected to continue to participate in, and make new commitments to, each subsequent series of the Opportunity Fund. Absent an affirmative action by an investor, an investor in any series may be required to make a commitment to subsequent series. There will be no public market for an investor’s interest in the Opportunity Fund, and none is expected to develop. There are substantial restrictions upon the transferability of investor interests under the Governing Documents for the Opportunity Fund and applicable securities laws. Investors generally have limited rights to redeem their interests in the Opportunity Fund, but the Adviser may, in certain circumstances, require an investor to redeem all or a portion of its interest in the Opportunity Fund. Redemptions by investors may be subject to holdbacks, the application of liquidating run-off account provisions and other limitations that significantly delay the return of capital, which during such time will remain at risk in the Opportunity Fund’s investment program. There can be no assurance that the Opportunity Fund will continue indefinitely or make available future series, and the Adviser may dissolve the Opportunity Fund at any time in its discretion. Redemptions for the Opportunity Fund will generally occur at the applicable net asset value. Because there is not expected to be an active market for certain investments owned by the Fund, there are inherent uncertainties in the process of valuing such investments, and therefore it is possible that the determination of the Fund’s net asset value upon which the redemption proceeds are based may differ from the net asset value that would have been determined had an active market existed for such investments and may differ from the prices at which such investments ultimately may be sold. This could result in the redemption proceeds being greater or less than they would be if there were an active market for all the Fund’s investments and, consequently, may reduce the redemption proceeds received by the redeeming investors. The exercise of discretion in valuation by the Adviser may give rise to conflicts of interest relating to such amounts between redeeming investors and new or existing investors. -28-

Over-Commitment In the event the Adviser determines to pursue an investment opportunity which it intends to offer in part to co-investors, there can be no assurance that the Adviser will be successful (in whole or in part) in offering such co-investment opportunity to potential co-investors, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be advantageous for a Fund or that expenses incurred by a Fund with respect to the syndication of the co-investment will not be substantial. In the event that the Adviser is not successful in offering a co-investment opportunity to potential co-investors, in whole or in part, a Fund may consequently hold a greater concentration and have greater exposure in the investment opportunity than was initially intended, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. A Fund may also bear the entire portion of any initial and ongoing fees, costs and expenses related to such investment, which could significantly reduce the Fund’s overall investment returns. Additionally, if a proposed transaction is not consummated, the full amount of Dead Deal Costs is expected to be borne by a Fund, and not other co-investors participating in such co-investment vehicle (other than any co-investor who is an affiliate of the Adviser). Similarly, such co-investment vehicles (and such co-investors) are not typically allocated any share of break-up fees received in connection with such an unconsummated transaction. Long-Term Nature of Portfolio Investments The Funds intend to construct a portfolio of investments that the Adviser believes have the ability to appreciate and/or generate attractive cash flow over extended periods of time. The investments of a Fund are unlikely to provide meaningful current income. Certain of a Fund’s investments may not be disposed of in an advantageous manner prior to the date that the Fund will be wound up and dissolved, either by expiration of the Fund’s term or otherwise. Therefore, it is expected that no significant liquidity from the disposition of a Fund’s investments will occur for a significant period of time after the initial closing date. Restricted Nature of Investment Positions; Lack of Current Distributions Generally, it is possible that there will be no readily available market for a large number of the Funds’ investments, and hence, the Funds’ investments may be difficult to value. Certain of the Funds’ investments are likely to include securities that are subject to restrictions on sale under U.S. securities laws. Generally, the Funds will not be able to sell these securities publicly in the U.S. without the expense and time required to register the securities under the Securities Act or will be able to sell the securities only under Rule 144 or other rules under the Securities Act that permit only limited sales under specified conditions. When restricted securities are sold to the public, such Fund may be deemed an “underwriter,” or possibly a controlling person, with respect thereto for the purpose of the Securities Act and be subject to liability as such under the Securities Act. The sale of investments may be subject to restrictions imposed by the applicable securities laws of the countries in which a Fund invests or in which it wishes to publicly list securities, if applicable. In addition, practical limitations may inhibit a Fund’s ability to liquidate certain of its investments in the portfolio companies since the issuer will be privately held and the Fund may own a relatively -29-

large percentage of the issuer’s equity securities. Sales may also be limited by market conditions, which may be unfavorable for sales of securities of particular issuers or issuers in particular industries. The limitations on liquidity of a Fund’s investments could prevent a successful sale, result in delay of any sale, or reduce the amount of proceeds that might otherwise be realized. Although certain investments may be designated as liquid investments or be comprised of liquid investments pursuant to the Governing Documents, it is uncertain as to when profits, if any, will be realized. In addition, certain investments may be distributed in-kind to the investors, and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such investors. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on, or nearterm cash flow from, the investment. Furthermore, the expenses of operating the Funds (including the Advisory Fee payable to an affiliate of the Adviser) may exceed its income, thereby requiring that the difference be paid from the Funds’ capital, including unfunded capital commitments. Certain of the Funds’ indefinite term and perpetual structure may result in such Funds making longer-term investments than might be made by a fund with a shorter duration. The Funds’ ability to dispose of investments may be limited for several reasons (some or all of which may be outside of the Funds’ control), including the absence of an established market for such investments, as well as contractual and other limitations on transfer or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms upon which a disposition could be made. Any possibility of a disposition in the public markets will depend upon favorable market conditions, including receptiveness to initial or secondary public offerings for the companies in which the Funds invest and an active mergers and acquisitions (or recapitalizations and reorganizations) market, among other factors. Investments in Middle-Market Companies The Funds generally invest the Funds’ assets in middle-market companies. Such companies may lack management depth or the ability to generate internally or obtain externally the funds necessary for growth. Companies with new revenue streams could sustain significant losses if projected markets do not materialize. Further, such companies may have, or may develop, only a regional market for specific revenue streams and may be adversely affected by purely local market conditions. To the extent there is any public market for the securities held by a Fund, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Middle-market companies tend to have lower capitalizations and fewer resources and, therefore, often are more vulnerable to financial stress or failure, and the risk of bankruptcy or insolvency is often higher. Such companies also may have shorter operating histories on which a Fund can judge future performance when making the decision to invest. Lastly, such companies may face intense competition from larger companies and could entail a greater risk to a Fund than investment in larger companies. -30-

Many such companies will operate with substantial variations in operating results from period to period. Many of these companies will need substantial additional capital to support expansion or to achieve or maintain a competitive position. Such companies may face intense competition, including from companies with greater financial resources, more extensive development, manufacturing, marketing and service capabilities and a larger number of qualified managerial and technical personnel. The nature of such companies described herein may require a General Partner and the Adviser to allocate a disproportionate amount of time, effort and capital toward such companies that could otherwise be allocated to other portfolio companies. This allocation of resources may have an adverse effect on the performance of portfolio companies that did not receive the resources allocated to such less established companies with short operating histories. Investments in Small Companies There is no minimum limitation on the size or operating experience of the companies in which the Funds may invest. Some small companies in which the Funds may invest may lack management depth or the ability to generate internally, or obtain externally, the funds necessary for growth. Companies with new products or services could sustain significant losses if projected markets do not materialize. Further, such companies may have, or may develop, only a regional market for products or services and may be adversely affected by purely local events. Such companies may be small factors in their industries and may face intense competition from larger companies and entail a greater risk than investment in larger companies. Investments in Equity Securities The Funds invest primarily in equity securities. Equity securities generally involve a high degree of risk and will be subordinate to the debt securities and other indebtedness of the portfolio company issuing such equity securities. Prices of equity securities generally fluctuate more than prices of debt securities and are more likely to be affected by poor economic or market conditions. A Fund may experience a substantial or complete loss on individual equity securities. Investments in Debt Securities While the Funds invest primarily in equity securities, they may invest in debt securities of existing or new portfolio companies or other issuers in instances where the Adviser believes it would be beneficial for a Fund to do so. Debt securities are subject to creditor risks, including the possible invalidation of an investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws and so-called lender liability claims by the portfolio company issuing the obligations. Adverse credit events with respect to any portfolio company, such as missed or delayed payment of interest and/or principal, bankruptcy, receivership, or distressed exchange, can significantly diminish the value of a Fund’s investment in any such portfolio company. Accordingly, there can be no assurance that a Fund’s rate of return objectives will be realized. Where a Fund invests in secured debt securities, such debt is secured only to the extent of its lien and only to the extent of underlying assets or incremental proceeds on already secured assets. Moreover, underlying assets are subject to credit, liquidity, and interest rate risk. Although the amount and characteristics of underlying assets selected as collateral may allow a Fund to -31-

withstand certain potential delinquent or failed payments caused by a portfolio company’s default, if any deficiencies exceed such assumed levels or if underlying assets are sold it is possible that the proceeds of such sale or disposition will not be equal to the amount of principal and interest owing to the Fund in respect to its investment. Therefore, the investment in secured debt securities may not prevent a Fund from incurring loss that adversely affects the Fund’s overall returns. In addition, any subordinated investments of a Fund will be subordinated to the senior obligations of a portfolio company. Many of the remedies available to subordinated holders are available only after satisfaction of claims of senior creditors. Therefore, any such subordinated investments will be characterized by greater credit risks than those associated with the senior obligations of the same portfolio company. Adverse changes in the financial condition of a portfolio company or in general economic conditions (or both) may impair the ability of such portfolio company to make payments on the subordinated securities and result in defaults on and declines in the value of such securities more quickly than in the case of the senior obligations of such portfolio company. Bank Loans Certain Funds will invest in interests in loans originated by banks and other financial institutions. The loans invested in by the Funds may include term loans and revolving loans, may pay interest at a fixed or floating rate and may be senior or subordinated. Purchasers of bank loans are predominantly commercial banks, investment funds and investment banks. As secondary market trading volumes for bank loans increase, new bank loans are frequently adopting standardized documentation to facilitate loan trading which should improve market liquidity. The global financial crisis of 2007 – 2008 resulted in unprecedented levels of illiquidity and volatility in the bank loan market. A decline in current market conditions could result in similar levels of illiquidity and volatility, which could decrease demand for bank loan trading. In addition, the Funds make investments in stressed or distressed bank loans which are often less liquid than performing bank loans. Certain Funds may acquire interests in bank loans either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Funds generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Funds may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Funds will assume the credit risk of both the borrower and the institution selling the participation. Non-Performing Nature of Debt Certain debt instruments purchased by a Fund may be non-performing and possibly in default at the time of such purchase. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to the loans. -32-

Significant Adverse Consequences for Default The Governing Documents generally provide for significant adverse consequences and/or forfeiture of some or all an investor’s interest in the event an investor defaults on its capital commitment or any other payment obligation. In addition to losing its right to potential distributions from the Funds, a defaulting investor may be forced to transfer its interest in the Funds for an amount that is less than the fair market value of such interest. Certain Effects of Default and Bankruptcy Each of a Fund’s portfolio companies or its assets may be pledged to third parties, including senior lenders, and could be foreclosed upon or otherwise acquired by such parties under certain circumstances, including an incipient and/or unremedied default. In the event of the bankruptcy of a portfolio company, prior distributions to a Fund may be reclaimed if such prior payments are determined to have been “preference” payments under applicable bankruptcy and related laws and regulations. See “Fraudulent Conveyance and Preference Considerations,” below. In addition, Funds may, from time-to-time, issue guarantees or otherwise enter into credit support arrangements with respect to financing arrangements undertaken by their portfolio companies. In the event of a default by a portfolio company of its obligations that are subject to such an arrangement, the applicable Fund’s assets could be acquired by, or used to satisfy, the applicable lender(s) under certain circumstances. Fraudulent Conveyance and Preference Considerations Various federal and state laws enacted for the protection of creditors may apply to the purchase of investments by a Fund, by virtue of such Fund’s role as a creditor with respect to the borrowers under such investments. If a court in a lawsuit brought by an unpaid creditor or representative of creditors of a borrower, such as a trustee in bankruptcy or the borrower as debtor-in-possession, were to find that the borrower did not receive fair consideration or reasonably equivalent value for incurring indebtedness evidenced by an investment and the grant of any security interest or other lien securing such investment, and, after giving effect to the incurring of such indebtedness, the borrower (1) was insolvent, (2) was engaged in a business for which the assets remaining in such borrower constituted unreasonably small capital, or (3) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could invalidate, in whole or in part, such indebtedness and such security interest or other lien as fraudulent conveyances, could subordinate such indebtedness to existing or future creditors of the borrower or could allow the borrower to recover amounts previously paid by the borrower to the creditor (including to a Fund) in satisfaction of such indebtedness or proceeds of such security interest or other lien previously applied in satisfaction of such indebtedness. In addition, in the event of the insolvency of an issuer of an investment, payments made on a Fund’s investment could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year) before insolvency depending on a number of factors, including the amount of equity of the borrower owned by the Fund and its affiliates and any contractual arrangement between the borrower, on the one hand, and such Fund and its affiliates, on the other hand. The measure of insolvency for purposes of the foregoing will vary depending on the law of the jurisdiction which is being applied. Generally, however, a borrower would be considered insolvent at a particular -33-

time if the sum of its debts was greater than all of its assets at a fair valuation or if the then-present fair saleable value of its assets was less than the amount that would be required to pay its probable liabilities on its then-existing debts as they became absolute and matured. There can be no assurance as to what standard a court would apply in order to determine whether a borrower was insolvent after giving effect to the incurrence of the loan or that, regardless of the method of evaluation, a court would not determine that the borrower was “insolvent” upon giving effect to such incurrence. In general, if payments on an investment are avoidable, whether as fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient (such as a Fund) or from subsequent transferees of such payments, including investors in the Funds. Private Investments in Public Equities Subject to the terms of the Governing Documents, a Fund may make certain types of investments in private placements by publicly-held companies (a “PIPE”). In a PIPE transaction, a Fund will acquire, directly from an issuer seeking to raise capital in a private placement pursuant to Regulation D under the Securities Act, a security convertible into common stock, such as convertible notes or convertible preferred stock. While the issuer’s common stock is usually publicly traded on a U.S. securities exchange or in the over-the-counter market, the securities acquired by a Fund will be subject to restrictions on resale imposed by U.S. securities laws absent an effective registration statement. In recognition of the illiquid nature of the securities being acquired, the conversion price of the convertible securities being acquired will typically be fixed at a discount to the prevailing market price of the issuer’s common stock at the time of the transaction. As part of a PIPE transaction, the issuer usually will be contractually obligated to seek to register within an agreed upon period of time for public resale under the U.S. securities laws the shares of common stock issuable upon conversion of the convertible securities acquired by a Fund. If the issuer fails to so register the shares within that period, a Fund may be entitled to additional consideration from the issuer, but the Fund may not be able to sell its shares unless and until the registration process is successfully completed. Accordingly, a PIPE transaction presents certain risks not associated with open market purchases of equities. Recycling/Reinvestment For certain Funds, in addition to having the right to recall distributions previously made to the investors (subject to certain limitations set forth in the Governing Documents), the Adviser may return to the investors all or any portion of any capital contribution that (1) is not invested in an investment or used to pay partnership expenses, or (2) is invested in investments that have been sold to a parallel Fund, and any such distributed amounts will be treated as not having been called and funded and will be subject to a recall. Furthermore, certain Funds may recycle proceeds from private equity investments in an aggregate amount of up to twenty percent (20%) of the capital commitments of the investors and proceeds from liquid investments generally may be recycled without limitation. The Adviser has in the past elected (and expects in the future to continue to elect) to recycle out of certain Funds’ invested capital. The Adviser has a conflict of interest in making such determination insofar as the Adviser remains entitled to (1) Advisory Fees in respect of recycled invested capital proceeds, and (2) the Incentive Allocation in respect of any distributed -34-

profits. For all the reasons set forth above, during the term of certain Funds, an investor may be required to make capital contributions in excess of its capital commitment and to the extent such recalled or retained amounts are reinvested in investments, an investor will remain subject to investment and other risks associated with such investments. Dilution For the Opportunity Fund, investors admitted and existing investors that increase their respective capital commitments to such Funds above their renewal shares with respect to any series subsequent to the initial series generally will participate in then-existing investments of the Opportunity Fund, thereby diluting the interests of existing investors in such investments. Public Company Holdings The Funds’ investment portfolios generally contain securities and debt issued by publicly held companies. Such investments subject the Funds to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased compliance costs, including obligations to disclose information regarding such companies, limitations on the ability of the Funds to dispose of such securities and debt at certain times, increased likelihood of shareholder litigation, and insider trading allegations against, such companies’ board members (which may include individual members of the General Partners and Adviser), and increased costs associated with each of the aforementioned risks. In addition, by reason of their responsibilities in connection with such investments or other activities, certain Adviser Personnel may have access to confidential or material, non-public information or be otherwise restricted from initiating transactions in certain securities. The Funds will not be free to act upon any such information and, consequently, may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Furthermore, despite the heavy volume of trading in securities, the markets for some securities may be thinly traded from time to time. This lack of liquidity and market depth could disadvantage the Funds, both in the realization of the prices which are quoted and in the execution of orders at desired prices or in desired quantities. Also, securities exchanges and the SEC have authority to suspend trading in a particular security without notice. In addition, the Adviser and its affiliates may aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. Portfolio managers and traders often employ this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or markdowns. The Adviser and its affiliates may combine orders on behalf of the Funds with orders for other Funds for which the Adviser or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Adviser and its affiliates generally intend to aggregate trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction. Investments in Junior Securities A Fund may invest in securities that are among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to -35-

protect a Fund’s investment once made. Investments in Collateralized Loan Obligations To finance investments, a Fund or one or more of its portfolio companies may securitize certain of its assets, including through the formation of one or more collateralized loan obligations (“CLOs”), while retaining all or most of the exposure to the performance of these assets. This would involve contributing a pool of assets to a special purpose entity and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. If a Fund creates a CLO, the Fund will depend on distributions from the CLOs’ assets to enable it to make distributions to investors. The ability of a CLO to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on interest coverage or other financial ratios or other criteria) may restrict a Fund’s ability, as holder of a CLO’s equity interests, to receive cash flow from these investments. There is no assurance any such performance tests will be satisfied. Also, a CLO may take actions that delay distributions in order to preserve ratings and to keep the cost of present and future financings lower, or the CLO may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of the CLOs’ debt. As a result, there may be a lag, which could be significant, between the repayment or other realization on a loan or other assets in, and the distribution of cash out of, a CLO, or cash flow may be completely restricted for the life of the CLO. In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force a CLO to sell certain assets at a loss, reducing its earnings and, in turn, cash potentially available for distribution to a Fund for distribution. To the extent that any losses are incurred by the CLO in respect of any collateral, such losses will be borne first by a Fund as owner of equity interests. Finally, any equity interests that a Fund retains in a CLO will not be secured by the assets of the CLO and the Fund will rank behind all creditors of the CLO. Investments in Derivatives A Fund may invest in complex derivative instruments that seek to modify or replace the investment performance of particular securities, commodities, currencies, interest rates, indices, assets, or markets on a leveraged or unleveraged basis. These instruments generally have counterparty risk and may not perform in the manner expected, thereby resulting in greater loss or gain to the investors. These investments are all subject to additional risks that can result in a loss of all or part of an investment, in particular, interest rate and credit risk volatility, world and local market price and demand and general economic factors and activity. Derivative instruments are also subject to liquidity risk, valuation risk, correlation risk, and regulatory risk. For example, to the extent that these instruments are or become subject to regulatory “position limits” or other restrictions, a Fund may not be able to implement freely its investment strategy. Derivatives may have very high leverage embedded in them that can substantially magnify market movements and result in losses -36-

greater than the amount of the investment. Some of the markets in which a Fund may effect derivative transactions are over-the-counter (“OTC”) or “interdealer” markets. The participants in such markets are typically not subject to the same level of credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes a Fund to enhanced risk that a counterparty will not settle a transaction in accordance with its terms and conditions or otherwise fulfill its obligations under a transaction because of a credit or liquidity problem with the counterparty. Investments in Restructurings A Fund may make investments related to portfolio companies that are experiencing or are expected to experience financial difficulties. These financial difficulties may be insurmountable without significant intervention and may require such portfolio company to pursue a workout transaction or broader restructuring, including under Title 11 of the United States Code (the “Bankruptcy Code”), or may subject such portfolio company to other insolvency proceedings. Such investments in properties operating in workout modes or under the Bankruptcy Code could, in certain circumstances, subject a Fund to certain additional potential liabilities that may exceed the value of the Fund’s original investment therein. For example, under certain circumstances, a lender who is found to have inappropriately exercised control over the management and policies of a debtor may have its claims subordinated, disallowed or disenfranchised or may be found liable for damages suffered by parties as a result of such actions. Similarly, a lender’s purported debt investment may be recharacterized as an equity investment if later determined, based on analysis of the documentation, terms and circumstances of that investment, that such was the original intent of the parties. In addition, under certain circumstances, payments to a Fund and distributions by the Fund to the investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment, or similar transaction voidable under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by local statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and a bankruptcy court’s discretionary power to disallow, subordinate, recharacterize or disenfranchise particular claims. Numerous other risks also arise in the workout and bankruptcy contexts. Continuation Vehicles The Adviser may establish one or more continuation vehicles for purposes of purchasing one or more portfolio investments from a Fund, and, subject to certain limitations set forth in the Governing Documents, the Fund may sell (or otherwise structure the transfer of) such portfolio investments to any such continuation vehicle. Because a transfer to a continuation vehicle will typically represent the sale of a Fund’s entire interest in such portfolio investment to such continuation vehicle, an investor’s indirect interest in such portfolio investment to such continuation vehicle will generally be sold even if such investor does not desire to participate in such continuation vehicle, and may occur at a time when such investor would have preferred to maintain its interest in such portfolio investment through the Fund. In addition, the costs and expenses of selling a Fund’s portfolio investment to such continuation vehicle may be borne by the Fund, and indirectly, the investors, which may adversely affect the Fund’s overall return. Given that the Adviser or its affiliates will likely charge management fees and carried interest, and receive -37-

reimbursements for other fees, costs and expenses with respect to, and have a capital or other interests in, any such continuation vehicle, the Adviser will likely face conflicts of interest in determining whether to utilize a continuation vehicle when structuring a Fund’s exit from any portfolio investment. See “Secondary Transactions” below. However, such conflicts will not restrict the Adviser from utilizing a continuation vehicle if it determines to do so in its sole discretion and such transaction is conducted in accordance with the Governing Documents. Furthermore, it is possible that new investors will be subscribing for interests in the continuation vehicle (“New Limited Partners”) alongside investors that will be rolling their interests in the underlying portfolio investments (“Rolling Limited Partners”), which could result in dilution of Rolling Limited Partners’ indirect interests in the relevant underlying portfolio investments and could adversely affect returns to such Rolling Limited Partners. In addition, New Limited Partners may participate in a continuation vehicle on terms that are more favorable than the terms offered to the Rolling Limited Partners. As a consequence of the potential for New Limited Partners to be offered preferred economics in the continuation vehicle, the amount and timing of returns to a Rolling Limited Partner from a continuation vehicle may not be the same as those for the New Limited Partners. Furthermore, while investors seeking to retain an interest in the portfolio investment may have the opportunity to do so by participating in the continuation vehicle as Rolling Limited Partners, Rolling Limited Partners are likely to bear management fees, carried interest and other costs and expenses that may exceed the Advisory Fees, Incentive Allocations and other fees and expenses such investors would have borne if the portfolio investment had remained a portfolio investment of a Fund. Adverse Consequences of Ownership of Controlling Interest in Portfolio Companies The Funds often own a controlling percentage of the common equity of portfolio companies which, depending upon the amount of equity owned by a Fund, contractual arrangements between the portfolio company and a Fund, and other relevant factual circumstances, could result in an extension to one year of the 90-day bankruptcy preference period with respect to payments made to a Fund. The exercise of control and/or significant influence over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management, pension and other fringe benefits, violations of government regulations (including securities laws) and other types of liability in which the limited liability generally characteristic of business operations may be ignored. In addition, because of its equity ownership, representation on the board of directors and/or contractual rights, a Fund will often be thought to control, participate in the management of or influence the conduct of portfolio companies. These factors could expose the assets of a Fund to claims by a portfolio company, its other security holders, its creditors, or governmental agencies. While the Adviser intends to manage a Fund in a way that will minimize exposure to these risks, the possibility of successful claims cannot be precluded. Lack of Control in Certain Investments A Fund may hold meaningful minority stakes in privately held companies and in some cases may have limited minority protection rights. In addition, during the process of exiting investments, a Fund at times may hold minority equity stakes of any size such as might occur if portfolio companies are taken public. If a Fund holds minority positions of portfolio companies, the Fund -38-

will not have the power to individually exert significant control over such portfolio companies’ boards of directors, management, operations and strategic direction. Such portfolio companies may have goals not completely aligned with those of a Fund, and the Fund may not be in a position to limit or influence actions taken by such portfolio companies or otherwise protect the value of the Fund’s investment in such portfolio companies. In such cases, a Fund will rely significantly on the management and boards of directors of such companies, which may include representatives of other investors with whom the Fund is not affiliated and whose interests or views may conflict with those of the Fund. Although engaging in a specific transaction or sale of an entire portfolio company may be a beneficial disposition for a Fund, the majority holder or holders of interests in the portfolio company may prevent the portfolio company from entering into such transactions, which could result in the Fund’s investments being frozen in minority positions that incur substantial losses. Therefore, there can be no assurance that a Fund will be able to realize the value of its investments or distribute proceeds from a sale or disposition of a portfolio company in a timely manner. In addition, although a Fund will generally seek board representation in connection with its minority investments, there is no assurance that such representation, if sought, will be obtained. Third-Party Involvement Certain Funds from time to time invest alongside third parties, including through direct investments, partnerships, joint ventures or other similar arrangements, and such third parties may have larger ownership interests than or similar ownership interests with the Fund or may otherwise share control of the relevant portfolio company with the Fund. Such investments may involve additional risks relating to such third-party involvement, including the possibility that a third party may have financial, legal or regulatory difficulties resulting in a negative impact on the portfolio investment, may have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Fund and as a result, may take a different view from the Adviser as to appropriate strategy for an investment or may be in a position to take or block action in a manner contrary to the Fund’s investment objectives. In such case, a Fund may not be in a position to take action to protect the value of the Fund’s investment in the entity, the Fund’s aggregate return on the investment may be reduced. There may also be instances where a Fund will be liable for the actions of such third-party co-investors, including the risk that the Fund could be deemed to be part of a “partnership-in-fact” with certain co-investors based on joint investment and other activities. There can be no assurance that the return of a Fund participating in a transaction with a third party would be equal to and not less than the return of any other participant in such transaction, or that such return would have been as favorable as it would have been had such third party not been involved. Hedging Risks The Adviser is permitted to hedge some or all a Fund’s investments or other assets by entering into hedging arrangements with a broker, a bank or other organizations. Hedging against a decline in the value of an investment or other asset of a Fund does not eliminate risks associated with fluctuations in the values of such investment or asset or prevent losses if the values of such investment or asset decline. In addition, any hedging arrangements may limit a Fund’s opportunity for gain if the values of the investment or asset subject to hedging increase. Furthermore, hedging -39-

entails its own costs, and it is often not possible to hedge fully or perfectly against all risks. The success of any hedging strategy will depend, in part, upon the Adviser’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments being hedged. There can be no assurance that the Adviser will choose to hedge against any of the risks relating to a Fund’s investments. Currency Hedging Transactions Certain Funds may, but are not required to, engage in currency hedging transactions. There can be no assurance, however, that a Fund will engage in such hedging transaction at any given time or from time to time, or that such hedging transactions will be available or be available at a reasonable cost, or that such hedging transactions will be effective and eliminate the applicable currency risk. Such hedging transactions may even exacerbate any negative impact on a Fund resulting from changes in currency exchange rates. While such transactions may reduce certain risks, such transactions themselves entail certain other risks. Thus, while a Fund may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for the Fund than if it had not entered into such hedging transactions. See “Hedging Risks” herein for additional information. Need for Follow-On Investments Following its initial investment in a portfolio company, a Fund is permitted to provide additional funds or otherwise increase its investment in such portfolio company (whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons). There can be no assurances that a Fund will make any follow-on investments or that a Fund will have sufficient funds to make all or any such investments. Any determination by a Fund to not make a follow-on investment or its inability to make a follow-on investment may have a substantial negative effect on a portfolio company in need of such follow-on investment (including an event of default under applicable debt documents in the event an equity cure cannot be made). Additionally, such determination or inability may result in a lost opportunity for a Fund to increase its participation in a successful portfolio company or in the dilution of a Fund’s ownership in a portfolio company to the extent that a third party invests in such portfolio company. In certain circumstances, the decision by a Fund to make follow-on investments may present conflicts of interest, including with respect to the determination of the structure and other terms of any new financing. In certain circumstances, investors redeeming from a Fund may not participate in follow-on investments, while investors in another Fund participate therein, which could present actual or potential conflicts of interest. Improvement in Portfolio Company Operations Critical to Investment Success The success of a Fund’s investment strategy depends on the effectiveness of efforts to improve the operating performance of portfolio companies following investment. Initiatives to achieve improvements in operating performance include, among others, introductions of new products, changes in sales, marketing and distribution methods, implementation of new sourcing arrangements, reductions in manufacturing, overhead and other costs, enhancements and changes in the management team and identification, and the consummation and integration of add-on -40-

acquisitions. The proper identification and implementation of initiatives important to achieve improved operating performance is difficult and often requires substantial resources. The capabilities and resources of a portfolio company, even with the assistance of the Adviser, may be insufficient to affect such initiatives, and there can be no assurance that portfolio companies will be successful in achieving improvements in operating performance. The failure to achieve improved operating results following investment is likely to lead to losses or poor returns on such investment. Risks Relating to Due Diligence of and Conduct at Portfolio Companies Before making investments in any particular company, a Fund will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. When conducting due diligence and making an assessment regarding a potential investment, a Fund will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, thirdparty investigations and/or consumer surveys. The due diligence investigation that a Fund carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. In addition, at times, a Fund’s transaction opportunities will require rapid execution and investment analyses and decisions by the Adviser may be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited, and the Adviser may not have access to detailed information regarding the investment. Therefore, no assurance can be given that the Adviser will have knowledge of all circumstances that may adversely affect an investment. Moreover, such an investigation will not necessarily result in the investment being successful. Outside consultants, legal advisors, accountants, investment banks and other third parties are likely to be involved in the due diligence process to varying degrees depending on the type of investment. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to a Fund’s reduced control of the functions that are outsourced. The Adviser may rely on the findings of these third-party advisors or consultants in making investment and management decisions. Such third parties do not owe any fiduciary duties to a Fund or its investors yet may be entitled to indemnification under the terms of their respective service contracts or other arrangements made with a General Partner and/or the Adviser, and the costs and expenses of such indemnification would be borne by the Fund. In addition, if a Fund is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. Misconduct of Employees and of Third-Party Service Providers Misconduct by employees of the Adviser or by third-party service providers to a Fund could cause significant losses to the Fund. Employee misconduct may include binding a Fund to transactions that present unacceptable risks and unauthorized activities or concealing unsuccessful activities (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from actions by third-party service providers, including, without limitation, improperly performing administrator or other responsibilities. In addition, employees and third-party service -41-

providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting a Fund’s business prospects. Although the Adviser has adopted measures reasonably designed to prevent and detect employee misconduct and to select reliable third-party providers, such measures may not be effective in all cases. Financial Fraud by Portfolio Companies There can be no assurance that a Fund will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor the investment on an ongoing basis or that any risk management procedures implemented by a Fund will be adequate. In the event of fraud or other misconduct or deceptive practices by any portfolio company, the management of such portfolio company, or any of their affiliates, a Fund may suffer a partial or total loss of capital invested in that portfolio company. For example, the possibility of material misrepresentation or omission on the part of the portfolio company or the seller may adversely affect the value of a Fund’s investment in such portfolio company. A Fund will rely upon the accuracy and completeness of representations made by portfolio companies and in certain instances their former owners in the due diligence process when it makes its investments but cannot guarantee such accuracy or completeness. In addition, conduct occurring at portfolio companies, even activities that occurred prior to a Fund’s investment therein, could have an adverse impact on the Fund. Reputational Risks The Adviser’s business and portfolio companies and their products or services may from time-totime face public attention and scrutiny. If the Adviser and/or the General Partner of a Fund is unable to successfully manage these risks, it could face reputational harm, which could negatively affect the Adviser’s business or investments in or made by the Fund. If concerns should arise about the actual or anticipated outcomes of a product or service provided by a portfolio company, such concerns could adversely affect the perception of such products or services, the portfolio company, a Fund and/or the Adviser and may ultimately lead to a decline in the value of investments in or made by the Fund. Regulatory Risks The industries within which the Funds intend to invest may be subject to additional regulatory risks compared to other industries. Certain regulations may prevent a Fund from making certain investments that they otherwise would make. Other regulations may require a Fund to incur substantial additional costs or lengthy delays in connection with the completion of an investment or substantially reduce the value of the investments made by a Fund. More generally, regulatory changes may occur at any time and with respect to any industry, and any such changes could adversely affect a Fund’s ability to achieve its investment objective. Interest Rate Risks The Funds expect, both directly and indirectly through portfolio investments, to have exposure to interest rate risks, meaning that changes in prevailing interest rates could negatively affect the -42-

Funds. Over any defined period of time, a Fund’s assets may be more sensitive to changes in market interest rates than the Fund’s liabilities. For example, an increase in interest rates could increase the debt service burden on a portfolio investment, make it more costly to refinance the debt of a portfolio investment and cause a decrease in value in a Fund’s debt investments. Factors that affect market interest rates include without limitation: inflation; slow or stagnant economic growth or recession; unemployment; money supply and the monetary policies of the Board of Governors of the U.S. Federal Reserve System, the European Central Bank and other monetary system participants; the actions of other market participants; international disorders; and instability in domestic and non-U.S. financial markets. The Funds expect to periodically experience imbalances in the interest rate sensitivities of the Funds’ assets and liabilities and the relationships of various interest rates to each other. In a changing interest rate environment, a Fund may not be able to manage this risk effectively. Failure to manage interest rate risk effectively could adversely affect a Fund’s performance. Contingent Liabilities Upon Disposition In connection with the disposition of an investment, a Fund may be required to make (and/or be responsible for another person’s or entity’s breach of) representations and warranties, e.g., about the business and financial affairs of the applicable portfolio company, the condition of its assets and the extent of its liabilities, in each case generally in the nature of representations and warranties typically made in connection with the sale of similar businesses, and may be responsible for the content of disclosure documents under applicable securities laws. It may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be inaccurate. These arrangements may result in contingent liabilities, which might ultimately have to be funded by investors in a Fund. The Governing Documents of a Fund typically contain provisions to the effect that if there is any such claim in respect of a portfolio company, it will be funded by the investors in the Fund, including, subject to certain limitations, by returning distributions received from the Fund. Counterparty Risks Some of the markets in which the Funds may effect transactions are OTC or “interdealer” markets. The participants in such markets typically are not subject to the same credit evaluation and regulatory oversight as are members of “exchange-based” or regulated markets. In addition, many of the protections afforded to participants on some organized exchanges, such as the performance guarantee of an exchange clearinghouse, are not available in connection with such OTC transactions. This exposes a Fund to enhanced risk that a counterparty will not fulfill its obligations under a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Counterparty risk exists in transactions with both long and short maturities; however, such risk is accentuated for contracts with longer maturities. Counterparty risk is also accentuated where a Fund has concentrated its transactions with a single or small group of counterparties. The Adviser is not restricted from dealing with any particular counterparty or from concentrating any or all of a Fund’s transactions with one counterparty. Moreover, the Adviser has no formal credit function which evaluates the creditworthiness of a Fund’s -43-

counterparties. To the extent that the Adviser’s view with respect to a particular counterparty change (whether due to external events or otherwise), existing transactions are not required to be terminated or modified. A Fund typically may only close out OTC transactions with the relevant counterparty and may only transfer a position with the consent of the particular counterparty. In connection with entering into derivatives transactions, a Fund typically will post variation margin (i.e., mark-to-market) to, and receive variation margin from, its counterparties. In some cases, a Fund will be required to post initial margin (i.e., a significant upfront deposit unrelated to the transaction’s marked-to-market value) to its counterparties. In the case of bilateral OTC derivatives transactions, a Fund or the counterparty, as applicable, will directly hold collateral posted to it by the other party to the transaction, and such collateral will not be held by a central clearing house. The parties typically exchange variation margin on a daily basis based on the marked-to-market value of the transaction. When a counterparty’s obligations are not fully secured by collateral or if a Fund posts initial margin directly to a counterparty, then the Fund is essentially an unsecured creditor of the counterparty. If the counterparty defaults, a Fund will have contractual remedies, but there is no assurance that a counterparty will be willing or able to meet its obligations pursuant to such contracts or that, in the event of default, the Fund will succeed in enforcing contractual remedies. Counterparty risk still exists even if a counterparty’s obligations are secured by collateral because a Fund’s interest in collateral may not be perfected, or additional collateral may not be promptly posted as required. Counterparty risk with respect to derivatives and certain other transactions has been impacted by rules and regulations affecting such markets. For example, a Fund’s ability to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, in the event of an insolvency of its counterparties (or their affiliates) could be stayed or eliminated under special resolution regimes adopted in the United States, the European Union, the United Kingdom, and various other jurisdictions. Such regimes provide government authorities with broad authority to conduct a resolution of a financial institution that is in danger of default. With respect to counterparties who are subject to such proceedings in the European Union or the United Kingdom, the liabilities of such counterparties to a Fund could be reduced, eliminated or converted to equity (sometimes referred to as a “bail in”). In addition, the counterparties with which a Fund effects transactions may, from time to time, cease making markets or quoting prices in certain of the instruments. In such instances, a Fund may be unable to enter into a desired transaction in currencies, or to enter into an offsetting transaction with respect to an open position, which might adversely affect its performance. Further, in contrast to exchange-traded instruments, spot and option contracts and swaps on currencies do not generally provide a party with the right to offset its obligations through an equal and opposite transaction. For this reason, in entering into spot or options contracts or swaps, a Fund may be required, and must be able, to perform its obligations under the contract. Dependence on Suppliers A Fund’s portfolio companies may be dependent on third parties that supply equipment, components and services, including finished products, components and raw materials. A portfolio company’s reliance on suppliers involves certain risks, including but not limited to, (1) an insecure -44-

supply chain, which could adversely affect the quality of such portfolio company’s product(s) or the ability of such portfolio company to produce such product(s), (2) increased costs due to a number of potential factors, including exchange rate fluctuations, tariffs, commodity market volatility or other factors, and (3) shortages of components, commodities or other materials. Shortages or delays could adversely affect a portfolio company’s ability to deliver its products in a timely manner, which could in turn cause a loss in sales. Retirement Plan and State-Specific Environmental, Social and Governance Considerations A number of states have laws, regulations, and policies which may expressly restrict the ability of state, municipal and other governmental plans or public university endowments to make or exclude certain investments, including investments that state regulators designate as supporting or boycotting the fossil fuels or arms manufacturing industries. In addition, certain state pension plans are currently operating, or may in the future operate due to law, regulation, or policy, in a manner that restricts their ability to consider some or all environmental, social, and governance (“ESG”) factors in making investment or proxy voting decisions. State pension plans may also require funds to make certifications regarding the consideration of ESG factors in the fund’s own investment process or proxy voting procedures. As a result, there may be limitations on the ability of a Fund to accept capital from certain investors and a Fund may have to require or allow certain investors to withdraw from the Fund. Moreover, such current or future state laws or policies may preclude a Fund from making investments that it otherwise finds desirable and could require a Fund to liquidate or dispose of investments at a disadvantageous time, resulting in lower proceeds to the Fund than might have otherwise been the case. Such current or future state laws also may preclude a Fund from certain proxy voting decisions that it believes to be advantageous to investors. This is an evolving area of law and policy, and future developments may be adverse to a Fund and its investors. In addition, the extent to which ESG factors should or may play a role in an ERISA fiduciary’s investment decisions may change. Dependence on Patents and Other Intellectual Property Certain of the Funds’ portfolio companies may rely on proprietary technology, as well as the technical expertise, creativity, and knowledge of portfolio company personnel. Software piracy and reverse engineering may result in counterfeit products. Although a portfolio company may use a variety of methods to protect its intellectual property, a portfolio company will likely depend heavily on patent, trademark, copyright, and trade secret protection, as well as non-disclosure agreements with customers, suppliers, employees, and consultants. These measures, however, may not be adequate to protect a portfolio company’s proprietary technology, protect a portfolio company’s patents from challenge, invalidation or circumvention, or ensure that a portfolio company’s intellectual property will provide it with a competitive advantage. A portfolio company’s pending and future patent applications may not issue as patents or, if issued, may not issue in a form that will provide such portfolio company with any meaningful protection or any competitive advantage. In addition, patents may be challenged, narrowed, invalidated, or circumvented, which could limit a portfolio company’s ability to stop competitors from developing and marketing similar products or limit the length of terms of patent protection it may have for its products. Additionally, changes in patent laws or their interpretation in the United States and other -45-

countries could also diminish the value of a portfolio company’s intellectual property or narrow the scope of a portfolio company’s patent protection. In addition, the laws of non-U.S. jurisdictions may not protect a portfolio company’s rights to the same extent as the laws of the United States. As a result, a portfolio company’s patent portfolio may not provide it with sufficient rights to exclude others from commercializing products similar to its own. Product Liability and Other Claims Certain portfolio companies may be exposed to potential liability risks that are inherent in the testing, manufacturing, marketing and sale of products, including exposure to product liability claims. Such portfolio companies could be subject to product liability lawsuits alleging that component failures, manufacturing flaws, design defects or inadequate disclosure of productrelated risks or information could result in an unsafe condition or injury. Insurance coverage for product liability claims is expensive and difficult to obtain, and any liability claim, regardless of its ultimate outcome, may have a material adverse effect on the business or financial condition of a portfolio company and, by extension, a Fund. Fund Leverage The Funds may incur debt for any purpose that the Adviser considers appropriate, including without limitation borrowings to fund investments pending take-downs of capital and in connection with credit support. A Fund may enter into borrowing arrangements that require the Fund and any alternative investment vehicles to be jointly and severally liable for the obligations, increasing the exposure of the investors of the Fund and any alternative investment vehicles to defaults by such other entities. A Fund may also guarantee the obligations of its portfolio companies. If a portfolio company defaults on its obligations, a Fund may be required to satisfy such obligations. Further, the Funds may provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Fund’s subscription line facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the obligations, risk, and/or cost of such financing, or the guarantees or other credit support the relevant Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Although in many cases the Governing Documents impose limits on borrowings at the Fund level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. Certain Funds may, and intend to, fund investments in portfolio companies and pay Fund expenses with proceeds from drawdowns under one or more revolving credit facilities (the collateral for which is expected in many cases to be the capital commitments of investors) prior to calling capital from the investors. The interest expense and other costs of such borrowings will be Fund expenses and, accordingly, will decrease net returns of a Fund. It is expected that interest will accrue on any -46-

such outstanding borrowings at a rate lower than the preferred return (as applicable) and that the use of borrowings will delay the start of the accrual of such preferred return on capital that would otherwise be contributed to a Fund until capital contributions are made to repay such borrowings. In light of the foregoing, there is an incentive to fund the acquisition and ongoing capital needs of portfolio companies and a Fund with the proceeds of such borrowings in lieu of drawing down capital commitments on an as-needed basis, as the use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) by delaying capital calls and therefore making net internal rate of return calculations higher than they otherwise would be without Fund-level borrowing. In addition, the use of borrowings may accelerate or increase Incentive Allocations the Adviser receives as a result of decreasing the amount of the preferred return accrual. The Adviser therefore has a conflict of interest in deciding whether to borrow funds because the Adviser may receive disproportionate benefits from such borrowings. Borrowing by a Fund and any alternative investment vehicles will generally be secured by capital commitments made by the investors to the Fund and/or by the Fund’s assets. In the case of a borrowing secured by the investors’ capital commitments, the documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the relevant lender or an agent thereof may call capital directly from the investors to the extent necessary to repay such borrowing, and all other amounts owing under the loan documentation, in full. In the case of a borrowing secured by a Fund’s assets, the related documentation will likely provide that during the continuance of a default under such borrowing, the interests of the investors will be subordinated to the interests of the lenders with respect to such Fund-level borrowing. Moreover, tax-exempt investors should note that the use of leverage by a Fund may generate UBTI. Leveraged Nature of Investments While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. The Funds’ investments will from time to time involve significant leverage, including without limitation as a result of borrowing at one or more levels of the investment structure or implicit leverage as a result of derivative transactions, as a result of which recessions, operating problems, and other general business and economic risks may have a pronounced effect on the profitability or survival of the Funds’ portfolio companies. In using leverage, these portfolio companies may be subject to terms and conditions that include restrictive financial and operating covenants, which may impair their ability to finance or otherwise pursue their future operations or otherwise satisfy additional capital needs. Also, a company with substantial leverage may be at risk of increases in interest rates and therefore increases in interest expenses. In the event any portfolio company cannot generate adequate cash flow to meet debt service, a Fund may suffer a partial or total loss of capital invested in the portfolio company. As a general matter, the presence of leverage can accelerate losses. A Fund’s ability to achieve attractive rates of return on investments may depend on the ability of its portfolio companies to access sufficient sources of debt at attractive rates, including at the time of acquisition, during their lifetime, and at the time of disposition by the Fund. However, availability of capital from the debt markets is subject to volatility from time to time, and there may be times when a Fund and its portfolio companies might not be able to access those markets -47-

at attractive rates, or at all, when completing an investment. As noted above, use of leverage by a Fund (or any of its portfolio companies) may generate UBTI and tax-exempt investors. Leverage Below a Fund Although it presents many of the same risks as Fund-level borrowing, indebtedness of entities other than a Fund is typically not treated as Fund-level borrowing for purposes of the Funds’ Governing Documents, even if the special purpose vehicles or other entities incurring such leverage engage in borrowings that are cross-collateralized with or among multiple investments such that multiple investments and a substantial portion of a Fund’s value are at risk. As a result, these borrowings are not typically subject to the same limitations on Fund-level borrowing as set forth in the relevant Fund’s Governing Documents. Since the Adviser has more flexibility to engage in these structures, and such borrowings are not subject to similar limitations, the Adviser has an incentive to incur significant leverage at the level of holding companies beneath a Fund. Furthermore, depending on the terms of the cross-collateralization and the performance of the underlying assets, it is possible that a Fund may ultimately bear a disproportionate share of the risk arising from any guarantees, borrowings, or credit support that are incurred on a crosscollateralized or joint basis with other Funds, but a Fund will not receive compensation for bearing such risks for other such Funds. For example, certain Funds may be authorized to incur indebtedness that is secured by any assets of such Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (“NAV”) facilities), and may be permitted, directly or indirectly, through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). In these situations, indebtedness is permitted to be incurred for any purpose relating to the activities of a Fund, including, without limitation, to: (1) finance any investment-related activities of such Fund; (2) increase the buying power of such Fund; (3) provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); (4) pay for Fund expenses or fund the payment of Advisory Fees or other amounts; (5) make, hold, or dispose of investments; (6) provide financing or refinancing; and/or (7) provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Securing Fund Leverage with Portfolio Company Securities In connection with borrowing, a Fund may pledge or otherwise collateralize its assets. Such collateralized leverage could increase both the possibility for profit and the risk of loss to a Fund. Decreases in the value of the pledged securities would increase the effective amount of a Fund’s leverage and could result in significant adverse effects on the Fund and its investors, including mandatory liquidation of the pledged securities or a “margin call” under which a Fund is required to call capital from its investors and post the proceeds with the relevant lender to compensate for the decline in value. Mandatory liquidation could have extremely adverse consequences, including sales at disadvantageous times and prices and the acceleration of tax consequences. -48-

Bridge Investments Certain Funds may make bridge investments in portfolio companies on a short-term, unsecured basis with the expectation such loan will be repaid within twelve (12) months. So long as each bridge investment is not treated as a portfolio investment as described below, any proceeds or interest a Fund earns on a bridge investment may be reinvested and profits and losses incurred by the Fund on such bridge investments will not be subject to the Adviser’s Incentive Allocation distributions and will instead be earned or borne by the investors in direct proportion to their capital commitments in the Fund. Consequently, the Adviser has an incentive to allocate Fund expenses to bridge investments rather than portfolio investments such that the Adviser’s Incentive Allocation distributions are determined based on a smaller portion of such Fund expenses. Such bridge investments would typically be convertible into a more permanent, long-term security; however, for reasons not always within a Fund’s control, such long-term securities may not be issued, and such bridge investments may remain outstanding. To the extent a bridge investment is not repaid or otherwise disposed of within a certain period of time as set forth in the Governing Documents, the bridge investment will be treated as a portfolio investment of a Fund from the date the loan was made. In the event of any such failure to dispose of a bridge investment, a Fund’s exposure to the relevant portfolio company may exceed the exposure the Adviser would otherwise deem appropriate for the Fund’s portfolio construction or diversification. If a bridge investment is not repaid or otherwise disposed of within such period and as a result, a Fund’s interest in a portfolio company would exceed the investment concentration limitations set forth in the Governing Documents had the bridge investment been treated as a portfolio investment on the date of the original investment, the Adviser will nevertheless not be deemed to have breached the investment limitations set forth in the Governing Documents and will not have any requirement to sell down a Fund’s interest in such portfolio company. Investments in Pass-Through Entities It is likely that a Fund’s investment portfolio may include one or more entities which are treated as “pass-through entities” for U.S. federal income tax purposes. Such investments in pass-through entities pose a number of risks. For instance, a Fund’s investment in an entity which is treated as a pass-through entity could result in: (1) the generation of taxable income for a Fund and its investors, even though they will not necessarily receive the cash flow related to such taxable income; (2) the generation of UBTI for tax-exempt investors, and income that is, or is treated as, ECI for non-U.S. investors; (3) the treatment of a Fund (and therefore its investors, including nonU.S. investors) as being engaged in the conduct of a U.S. trade or business; and (4) a Fund and its investors, including non-U.S. investors being required to file tax returns and pay taxes in any jurisdictions in which the entities do business. Accordingly, investors must have liquidity from sources other than a Fund to bear such tax liabilities. In addition, investing in such entities may cause delays in investors receiving tax and other financial information from a Fund. Because a Fund’s tax return is predicated on the tax attributes passed through to it by such entities, any delay in receiving tax information from such entities will cause a corresponding delay in dissemination to investors of the Fund’s tax information.

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Season and Sell Transactions Although the Adviser does not intend to do so, in circumstances where it may be favorable to investors, a Fund may enter into loan origination transactions that would be conducted through a “season and sell” structure. Under such arrangements, a Fund would (either directly or indirectly through an entity formed for such purpose) originate loans and, after those loans have been held for a seasoning period (e.g., ninety (90) days), offer to sell a pro rata portion of such loans to a parallel Fund (or an entity owned by the Fund and the parallel Fund) at the then-current fair market values of such loans. However, since (1) the decision by a Fund (or such other originating entity) to originate the loans, and (2) the decision by a parallel Fund (or such other transferee entity) whether and at what price to acquire a portion of such loans would be made as separate, independent decisions, it is possible from time to time that certain loans originated by the Fund (or such other originating entity) may not subsequently be transferred to the parallel Fund or such other transferee entity. As a result, a Fund and a parallel Fund may hold different investments in their respective loan portfolios, and the Fund would bear all the risk of the loans during the seasoning period and may be forced to retain a disproportionate amount of non-performing or other loans if the parallel Fund or such other transferee entity elected subsequently not to purchase them. This potential difference in investments held by a Fund and a parallel Fund, together with the different prices at which the loans would be acquired and the fact that the parallel Fund would not participate in loan origination fees, will potentially cause a divergence in the economic returns between the Fund and the parallel Fund. Effect of Incentive Allocation and Advisory Fees The existence of the Incentive Allocation creates an incentive for the Adviser to make more speculative investments on behalf of the Funds than it would otherwise make in the absence of such performance-based arrangement. For certain Funds, the Incentive Allocation is determined based in part on the unrealized value of the Funds’ investments. It is possible that the actual value of such investments may differ from values that would have been determined had an active market existed for such investments and may differ from the prices at which such investments ultimately may be sold. This potentially could result in the Adviser receiving a greater Incentive Allocation than what it would receive if the Incentive Allocation were solely determined based on realized values. There is generally no obligation on the Adviser to return amounts previously distributed to it in respect of the Incentive Allocation, even in the event of subsequent losses. In addition, if distributions are made of property other than cash, the amount of any such distribution will be accounted for at the fair market value of such property, as determined in accordance with procedures specified in the Governing Documents. An independent appraisal generally will not be required and is not expected to be obtained. In addition, the Adviser is incentivized in certain circumstances, including when Advisory Fees are calculated and charged based on invested capital, to hold on to investments that have poor prospective for improvement in order to receive ongoing Advisory Fees in the interim and, potentially, a more likely or larger Incentive Allocation if such asset’s value appreciates in the future. To the extent the Advisory Fee is calculated based upon invested capital, the Advisory Fee structure creates an incentive for the Adviser to deploy capital and/or to delay writing off investments when it might not otherwise have done so.

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Special Risks Associated with Non-U.S. Investments A Fund may invest a portion of its capital commitments in portfolio companies that are headquartered and that have their principal operations outside of the United States. These investments involve special risks not typically associated with investments in the securities of issuers located in the United States including: (1) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which a Fund’s non-U.S. investments may be denominated, and costs associated with conversion of invested capital and income from one currency into another; (2) differences between the U.S. and non-U.S. securities markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and more or less governmental supervision and regulation; (3) certain economic and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, political, economic or social instability and the possibility of expropriation or confiscatory taxation; (4) difficulties or challenges obtaining non-U.S. governmental approvals and complying with nonU.S. laws; (5) tax-related issues, including the possibility of withholding or other taxes (including on dividends, interest payments or capital gains), the possibility of non-U.S. tax filing obligations and the possibility of double taxation of income earned overseas; (6) less developed corporate laws regarding fiduciary duties, limited liability and the protection of investors; and (7) increased exposure to liabilities arising from a portfolio company’s breach of applicable anti-corruption or other non-U.S. laws or regulations. A Fund’s returns on domestic investments may not be indicative of the results it may achieve on investments located in non-U.S. countries. Anti-fraud and anti-insider trading legislation in these countries may be less robust than in the United States, or in certain circumstance, non-existent. There may be no prohibitions or restrictions on the ability of management to terminate existing business operations, sell or otherwise dispose of a portfolio company’s assets, or otherwise materially affect the value of the company without the consent of the company’s shareholders. Anti-dilution protection also may be very limited. The legal systems in these countries may offer no effective means for a Fund to seek to enforce its rights or otherwise seek legal redress or to seek to enforce non-U.S. legal judgments. Emerging Market Risks The risks of investments in non-U.S. markets described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging market countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and other developed markets. Disclosure and regulatory standards in many respects are less stringent than in the U.S. and other developed markets. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may be inconsistent and subject to change without warning. In addition, custodial services and other costs relating to investments may be more expensive in emerging markets than in many developed markets, which could reduce a Fund’s income from such securities. In many cases, governments of emerging market countries continue to exercise significant control over their economies, and government actions relative to the economy, as well as economic developments generally, may adversely affect the liquidity and price of securities, regardless of the issuer’s financial condition. In addition, there is a heightened -51-

possibility of expropriation or confiscatory taxation, imposition of withholding taxes on interest or dividend payments, or other similar developments that could affect investments in those countries. There can be no assurance that adverse political changes will not cause the Funds to suffer a loss of any or all their investments. Risk of Receiving Distributions upon Winding-up, Liquidation, and Dissolution of Illiquid Securities A Fund may make distributions in kind. In the event that a distribution is of property other than cash, the amount of any such distribution will be accounted for as provided in the Governing Documents. Upon winding-up, liquidation, and dissolution of a Fund, securities or other assets of the Fund may be distributed that are not marketable or are otherwise illiquid, where there is no readily available public market and with respect to which there are substantial transfer restrictions. The risk of loss and delay in liquidating securities or other assets distributed in kind will be borne by the investors, with the result that such investors may receive less cash than was reflected in the fair value of such securities as determined by the Adviser pursuant to the Governing Documents, and the Adviser may receive more Incentive Allocation distributions than it would have been entitled to had such securities been valued at the price at which they are ultimately disposed. In addition, when investments are distributed to investors in kind, such investors may become minority shareholders in the underlying portfolio companies and may be unable to protect their interests effectively. It may be difficult for investors to liquidate such securities received at an attractive price or within a desired time period, and significant administrative burden and cost may be involved in any such liquidation. Investors in receipt of such distributed securities will receive no guidance from a Fund or the Adviser with respect to the disposition of such securities, including the timing of such disposition. Third-Party Litigation A Fund’s investment activities will subject it to the normal risks of becoming involved in litigation by third parties. These risks are elevated where a Fund exercises control or significant influence over a portfolio company’s direction or becomes involved in official or unofficial creditor committees. The expense of defending against any claims by third parties and paying any amounts pursuant to settlements or judgments will generally be borne by a Fund. Service on Boards of Directors; Material, Non-Public Information, Etc. The Funds often seek to obtain the right to appoint one or more representatives to the board of directors (or similar governing body) of the portfolio companies in which they invest. Serving on the board of directors (or similar governing body) of a portfolio company exposes a Fund’s representatives, and ultimately the Fund, to potential liability. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies do obtain may be insufficient to adequately protect officers and directors from such liability. In addition, involvement in litigation can be time consuming for such persons and can divert the attention of such persons from a Fund’s investment activities. In addition, individual members of the General Partner of a Fund and the Adviser that serve as -52-

officers or directors of portfolio companies may become subject to fiduciary or other duties that could adversely affect the Fund, and may subject the General Partner, the Adviser, and the Fund to claims they would not otherwise be subject to, including claims of breach of duty of loyalty, securities laws claims and other director-related claims. In general, a Fund will indemnify its General Partner, the Adviser, and individual members of the General Partner and the Adviser for such claims. Furthermore, a Fund may be unable to sell or otherwise dispose of an investment if a member of its General Partner or the Adviser is in possession of material, non-public information relating to the issuer thereof due to the member’s service as an officer or director of such portfolio company. The Governing Documents will not preclude members of the General Partner of a Fund or the Adviser from serving as officers or directors of portfolio companies or otherwise acquiring material, non-public information regarding portfolio companies. Additionally, the Governing Documents will not require that members of the General Partner of a Fund or the Adviser serve as officers or directors of portfolio companies, and there can be no assurance that the General Partner or the Adviser will have a legal right to influence the management of any portfolio company. Conflicting Interests of Investors A Fund is likely to have a diverse range of investors that may have conflicting interests stemming from various differences, including investment preferences (including, without limitation, their status as a limited partner in another Fund), tax status and regulatory status. The Adviser will consider the objectives of a Fund, and its respective partners, as a whole, when making decisions with respect to the selection, structuring, and sale of portfolio investments. However, it is inevitable that such decisions may be more beneficial for one investor than for another investor. In voting on matters related to a Fund, each investor will be permitted to consider only its own interests and preferences, which may conflict with the interests and preferences of other investors, and no investor will owe a fiduciary duty to consider the interests of any other investors. Without limiting the foregoing, investors in a Fund may include U.S. taxable and tax-exempt entities, and investors from jurisdictions outside of the United States. Such investors often have conflicting investment, tax and other interests with respect to their investments in a Fund. The conflicting interests among the investors typically relate to or arise from, among other things, the nature of investments made by a Fund, the structuring of the acquisition of portfolio investments and the structuring and timing of the disposition of portfolio investments. As a consequence, conflicts of interest often arise in connection with decisions made by the Adviser or its affiliates, including, with respect to, the nature or structuring of portfolio investments, that are often more beneficial for certain investors than for other investors, especially with respect to investors’ individual tax situations. In selecting and structuring portfolio investments appropriate for a Fund, the Adviser and its affiliates will consider the investment objectives and relevant tax considerations of a Fund, not the investment, tax or other objectives of any investor individually. In addition, a Fund and other Funds managed by the Adviser have made and/or may make investments in companies that operate in and have assets in different jurisdictions. It is possible that the activities of one or more investments, including a Fund’s portfolio companies, may have adverse consequences on one or more other portfolio companies, even when the investments are held by different Funds of the Adviser. In particular, the laws and regulations regarding limited liability of such companies may vary by jurisdiction and may -53-

result in the availability for the recourse of assets by one company from another company under common control with such company. There can be no assurance that a Fund’s portfolio companies, and therefore the Fund, will not be adversely affected by such risk. Select Limited Partners May be Excused and Excluded from Certain Investments The Adviser may excuse or exclude an investor from participating in a portfolio investment (or category of investments) if the Adviser reasonably determines that such investor’s participation in a portfolio investment (or category of investments) could result in a violation by any investor (or any of its affiliates) of any law, order, decree or judgment of any court or governmental agency or investment policy or similar constraint applicable to such investor (or any of its affiliates). In the event of the excuse or exclusion of one or more investors, the investors not excused or excluded from such portfolio investment (or category of investments) may be required to make additional capital contributions to make up for such shortfall, in which case such other investors’ exposure to such portfolio investment (or category of investments) will be more concentrated. In addition, the Adviser may in its discretion determine to increase the participation of such excused or excluded investors in future portfolio investments, in which case such investors will have increased exposure to such other portfolio investments. If the participation of such excused or excluded investors is not so increased, such investors may have a greater percentage of their capital commitments undrawn. In the event such excused or excluded investor’s interest in future portfolio investments is increased, the other investors’ interests in such future portfolio investments will decrease. As a result of the adjustments described above, any adjustment to the excused or excluded investors’ interests in portfolio investments may adversely affect not only such excused or excluded investors but also all other investors by potentially increasing their relative share of underperforming investments and/or decreasing their relative share of outperforming investments. Third-Party Advice The Funds, their General Partners and the Adviser utilize the services of attorneys, accountants and other consultants and experts in their operations. The Funds, their General Partners and the Adviser generally rely upon such advisors for their professional judgment with respect to legal, tax and other regulatory matters. There exists a risk that such advisors may provide incorrect advice from time to time. None of the Funds, their General Partners or the Adviser will have any liability to investors for any reliance upon such advice. Institutional Risk; Custodians Institutions, such as brokerage firms or banks (including custodians or any of a Fund’s affiliates rendering similar services to the extent permissible), may hold certain assets of a Fund in their own name and in non-segregated accounts. As a result, a Fund may be subject to credit risk with respect to such institutions and the Fund may be treated as an unsecured creditor of any such counterparty in the event of such counterparty’s insolvency. These factors may adversely affect a Fund and the value of the interests in the Fund.

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Written Off Investments The Governing Documents provide the Adviser with wide-ranging authority on the determination of whether an investment has been written off, and the criteria used by the Adviser in valuing an investment have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance that a third party or an investor in a Fund would agree with the substance or timing of the Adviser’s determination that an investment has been written off, and, except as set forth in the applicable Governing Documents, the Adviser is not 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 Fund’s holding period. In making its determination, the Adviser is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the applicable Governing Documents. As a general matter, the standards for determining that an investment has been written off are intended to be high and to not apply to investments experiencing partial, temporary, or even permanent and total declines in value. Accordingly, the Adviser is permitted to determine that even extremely distressed investments should not be written off. Because the amount of the Adviser’s compensation is dependent in part on whether an investment has been written off, the Adviser faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. Ultimately, subject to the applicable Governing Documents, the Adviser expects to continue to calculate and charge an Advisory Fee on invested capital for investments that have experienced a decline in fair value below cost but that have not otherwise been completely written off, as determined by the Adviser in its sole discretion. In general, the Adviser will not determine an investment to be written off so long as the Fund holds an equity investment in such investment, even if the current value of the investment is zero and there is no likely expectation of any recovery. The Adviser may change this approach in its sole discretion from time to time and the Adviser has ultimate discretion in determining whether an investment should be permanently written off. There can be no assurance that an investment, in hindsight, should have been written off or should have been written off at an earlier date. Monitoring Fee Acceleration Agreements made with portfolio companies may require the acceleration of future monitoring fees, transaction fees, corporate service fees and other fees payable by a portfolio company at the sale or public offering of such portfolio company and an agreed upon value of such fees may be paid to the Adviser or an affiliate at such time. Although such prepaid or accelerated fees generally will be based on the anticipated level and duration of services that the Adviser believes at the time of such prepayment or acceleration are likely to be provided to the portfolio company, over time, they may be greater or less than the amount that is ultimately incurred with respect to services ultimately provided to such portfolio company. Valuation of Investments There is no actively traded market for most of the securities owned by the Funds. When estimating fair value of portfolio companies for which no public market valuations exist, in accordance with the Governing Documents, the Adviser will apply a method based on its best judgment that is -55-

appropriate in light of the nature, facts and circumstance of the investments. Ensuring that portfolio investments are fairly valued is an important focus of the Adviser; however, the valuation of such investments will be difficult, will be based on imperfect information and is subject to inherent uncertainties. The resulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and from prices at which such investments may ultimately be sold, and the difference between the ultimate sale price and carrying value may be material. In addition, third-party pricing information may at times not be available regarding certain of a Fund’s assets or, if available, may not be considered reliable. Valuations of a Fund’s investments may impact the timing and amount of Incentive Allocation, and therefore, the Adviser has incentives that may not align with a Fund or the investors. Furthermore, if distributions are made of property other than cash, the amount of any such distribution will be accounted for at the fair market value of such property, as determined in accordance with procedures specified in the Governing Documents. An independent appraisal generally will not be required and is not expected to be obtained. Because the Adviser’s right to receive Incentive Allocation is based on the value of such securities, the Adviser has an incentive to distribute such securities when they are valued at a higher price, and the Adviser’s earned interest will not be adjusted for subsequent changes in valuation. Industry Relationships As part of the Adviser’s business, the Adviser, its affiliates and other Adviser Personnel have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, developers, property managers, asset managers, administrative agents, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers, employees and contractors of current and former portfolio companies, current and former service providers to current and former portfolio companies, and former employees and contractors and members of the Adviser. Certain of these third parties are expected to: (1) introduce investment opportunities to the Adviser; (2) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio companies; (3) introduce portfolio companies to potential acquisition or merger candidates; (4) facilitate the disposition of portfolio companies; or (5) provide investment banking, consulting, legal or advisory services to the Adviser, the Funds, or the Funds’ portfolio companies. Such third parties are also expected to provide goods or other services to or have business, personal, political, financial or other relationships with the Adviser, Adviser Personnel, its affiliates, or their respective portfolio companies. Such service providers (or their employees) may also source investment opportunities, be co-investors or commercial counterparties or entities in which the Adviser and/or the Funds have an investment, and payments by a Fund and/or such portfolio companies may indirectly benefit the Adviser and/or such Fund. In addition, such third parties are expected to invest in one or more Funds, co-invest in one or more portfolio companies, provide other significant business or investment services to the Adviser, the Funds and/or portfolio companies, or compete with the Funds for investment opportunities. These relationships create conflicts of interest as the Adviser will have incentives to select or recommend any such thirdparty to perform services for the Funds or a portfolio company. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Funds or portfolio -56-

companies, as applicable. In addition, the Adviser’s and Adviser Personnel’s relationships with banks and other lending institutions will at times originate from a Fund’s investment in portfolio companies and inure to the benefit of the Adviser Personnel. Such lending institutions will from time to time be incentivized to provide services to Adviser Personnel, including by providing extensions of credit or other loans, if they anticipate such services will provide them with further opportunities with respect to the Funds or their portfolio companies. These arrangements will create additional conflicts of interest as the Adviser Personnel’s and the lending institution’s interests may or may not align with those of the Funds, their portfolio companies, and investors. Risks Related to General Market Conditions Market Disruption, Terrorism, and Geopolitical Risk The Funds are subject to the risk that war, terrorism, climate change, social unrest and related and unrelated geopolitical and other new or novel market disrupting events as well as outbreaks of infectious disease, pandemics or any other serious public concerns (cumulatively, “Market Disruption Events”) may lead to increased short-term market volatility and have adverse long-term effects on world economies and markets generally, as well as adverse effects on issuers of securities and the value of the Funds’ investments. Recent examples of Market Disruption Events include the global outbreak of COVID-19 in 2019, the Russian invasion of Ukraine in 2022, the Hamas terrorist attack which led to the Israel-Hamas war in 2023 and the U.S-Israeli-Iranian conflict in 2026. Market Disruption Events as well as other changes in world economic, social and political conditions also are likely to adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of a Fund’s investments. At such times, a Fund’s exposure to a number of other risks described elsewhere in this section can increase. The Adviser’s financial condition is likely to be adversely affected by a significant general economic downturn and it may be subject to legal, regulatory, reputational and other unforeseen risks that are likely to have a material adverse effect on the Adviser’s business and operations and thereby are likely to impact the Funds. Moreover, a sustained downturn in the U.S. or global economy (or any particular segment thereof) or weakening of credit markets is likely to adversely affect a Fund’s profitability, impede the ability of a Fund’s portfolio companies to perform under or refinance their existing obligations, and impair a Fund’s ability to effectively exit its investments on favorable terms. Any of the foregoing events are likely to result in substantial or total losses to a Fund in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a particular portfolio company’s capital structure. In addition, the physical effects of climate change may have a significant effect on a Fund’s business, operations, and physical assets. Effects of climate change may subject a Fund to risks including, but not limited to, property damage to investments, financial and operational impacts from disruptions in operations of portfolio companies, increased insurance premiums, and changes in the availability of natural resources. Market Disruption Events, as well as other events beyond the control of a Fund’s portfolio companies (such as acts of God and natural disasters) may cause portfolio companies to be affected by force majeure events, which could adversely affect the ability of a portfolio company or a contractual counterparty to a portfolio company to perform certain contractual obligations until the force majeure -57-

event is remedied. The cost to a portfolio company or a Fund of repairing or replacing assets damaged by a force majeure event could be substantial. Repeated or prolonged interruptions of contractual obligations resulting from a force majeure event may result in permanent loss of portfolio company customers, litigation, or penalties from regulatory or contractual non-compliance. Additionally, major regulatory intervention of an industry, including the assertion of control over a portfolio company or its assets, may result in a loss to a Fund. Therefore, any effects of force majeure events, including any of the foregoing, may adversely affect the performance of a Fund. Certain catastrophic losses, such as those caused by war, terrorist attacks, natural disasters and other acts of God may be uninsurable, or insurable only at such high rates that to have such coverage would adversely affect profitability of the portfolio companies or a Fund. In particular, it has become harder and more expensive to obtain coverage against losses incurred by terrorist attacks, and some insurers exclude losses caused by terrorist attacks from their all-risk policies altogether. Insurance proceeds from covered risks may be inadequate to completely or even partially cover resulting losses in revenues or increases in expenses. The occurrence of a significant loss for which a Fund or its portfolio companies are not insured, or where the cost of such loss significantly exceeds the insurance coverage, may adversely affect a Fund and cause it to lose both invested capital and returns from an investment. Recent Financial Market Fluctuations Various sectors of the U.S. and global financial markets and the broader current financial environment have been, and continue to be, characterized by uncertainty, volatility and instability. The financial services industry generally and investment activities are affected by general economic and market conditions, including interest rates, availability of credit, lack of price transparency, inflation rates, economic uncertainty, changes in tax and other applicable laws and regulations, trade barriers, and national, international, environmental, and socioeconomic circumstances. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments and the value of the investments held by the Funds. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Funds’ investments. The public securities markets can be volatile and the ability of companies to obtain financing for ongoing operations or expansions may be severely hampered by the tightening of the credit markets and any financial turmoil. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. Many private equity funds look to the public securities markets as a potential exit strategy and there can be no assurance that the Funds will be able to exit from their investments in portfolio companies by listing their shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable a Fund to sell these securities when the Adviser believes it is most advantageous to do so, or without adversely affecting the stock price. Continued or renewed volatility in the financial sector may have an adverse material effect on the ability of the Funds to buy, sell and partially dispose of their portfolio company investments. The Funds may be adversely affected to the extent that they seek to dispose of any of their portfolio investments into an illiquid or volatile market, and a Fund may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. There can be no assurances that conditions in the financial markets will not worsen or adversely affect one or more a Fund’s portfolio companies. -58-

Tariff and Geopolitical Risks The global economy continues to be significantly affected by geopolitical tensions, which have resulted in increased economic uncertainty and volatility across markets. In response to these developments, the U.S. and various foreign governments have implemented, and could continue to implement, a range of measures, including tariffs, retaliatory tariffs, export controls, trade restrictions, and financial and economic sanctions. These measures could materially impact a Fund’s investments, particularly any operating in industries and sectors with international exposure or that rely on cross-border supply chains, and such Fund’s investments could resultingly experience increased input, production, shipping and compliance costs, disruption of supply chains, reduced buyer demand, and adversely impacted revenues and profit margins. Geopolitical instability could also lead to broader consequences, including volatility in financial markets, currency fluctuations, and shifts in supply and demand. Moreover, the uncertainty caused by these measures and instability could make it difficult for a Fund, and its investments, to develop and execute long-term and strategic plans. These measures and instability could adversely impact the performance and valuation of a Fund’s companies, as well as such Fund’s ability to identify, acquire, or exit investments on favorable terms. Risks Resulting from the United Kingdom’s Exit from the European Union The United Kingdom (the “UK”) left the European Union (the “EU”) on January 31, 2020 (commonly referred to as “Brexit”). During an 11-month transition period, the UK and the EU agreed to a Trade and Cooperation Agreement, which sets out the agreement for certain parts of the future relationship between the EU and the UK from January 1, 2021. The Trade and Cooperation Agreement does not provide the UK with the same level of rights or access to all goods and services in the EU as the UK previously maintained as a member of the EU. In particular, the Trade and Cooperation Agreement does not include an agreement on financial services, and it is unlikely that such agreement will be concluded. Accordingly, uncertainty remains in certain areas as to the future relationship between the UK and the EU. From January 1, 2021, EU laws ceased to apply in the UK. Many EU laws were assimilated into English law, and these assimilated laws continue to apply until such time that they are repealed, replaced or amended. The UK government has enacted legislation that will repeal, replace or otherwise make substantial amendments to the EU laws that currently apply in the UK. It is impossible to predict the consequences on a Fund and its investments. Such changes could be detrimental to a Fund and consequently to investors. Although one cannot predict the full effect of Brexit, it could have a significant adverse impact on the UK, European and global macroeconomic conditions and could lead to prolonged political, legal, regulatory, tax and economic uncertainty. This uncertainty is likely to continue to impact the global economic climate and may impact opportunities, pricing, availability and cost of bank financing, regulation, values or exit opportunities of companies or assets based, doing business, or having service or other significant relationships, in the UK or the EU including companies or assets held or considered for prospective investment by the Funds. The future application of EU based legislation to the private fund industry in the UK and the EU -59-

will ultimately depend on how the UK renegotiates the regulation of the provision of financial services within and to persons in the EU. There can be no assurance that any renegotiated terms or regulations will not have an adverse impact on a Fund and its investments, including the ability of a Fund to achieve its investment objectives. Brexit may result in significant market dislocation, heightened counterparty risk, an adverse effect on the management of market risk and, in particular, asset and liability management due in part to redenomination of financial assets and liabilities, an adverse effect on the ability of the Adviser and its affiliates to manage, operate and invest a Fund and increased legal, regulatory or compliance burden for the Adviser, its affiliates and/or a Fund, each of which may have a negative impact on the operations, financial condition, returns or prospects of a Fund. Areas where the uncertainty created by the UK’s withdrawal from the EU is relevant include, but are not limited to, trade within Europe, foreign direct investment in Europe, the scope and functioning of European regulatory frameworks (including with respect to the regulation of alternative investment fund managers and the distribution and marketing of alternative investment funds), industrial policy pursued within EU countries, immigration policy pursued within EU countries, the regulation of the provision of financial services within and to persons in Europe, and trade policy within EU countries and internationally. The volatility and uncertainty caused by the withdrawal may adversely affect the value of the investments and a Fund’s ability to achieve its investment objectives. Cyber Security Risk The use of the internet and cloud-computing and the dependence on computer systems to perform necessary business functions may expose investment vehicles such as the Funds, their portfolio companies and their service providers to operational and information security risks resulting from cyber-attacks. In general, cyber-attacks result from deliberate attacks, but unintentional events may have effects similar to those caused by cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial-of-service attacks on websites, the unauthorized release of confidential information and causing operational disruption, ransomware, phishing attacks and other forms of social engineering, third-party or employee theft or misuse and other negligent actions. Successful cyber-attacks against, or security breakdowns of the information systems of a Fund, its General Partner, the Adviser, the Fund’s portfolio companies and/or any of their third-party service providers may adversely impact the Fund or the investors. For instance, cyber-attacks may interfere with the processing of investor transactions, impact a Fund’s ability to value its assets, cause the release of private investor information or confidential information of a Fund, impede trading, destroy records or systems, cause reputational damage, and subject a Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, litigation (including class claims), and/or additional compliance costs. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of the Adviser’s systems to disclose sensitive information in order to gain access to the Adviser’s data or that of a Fund’s investors. A Fund may also incur substantial costs for cyber security risk management in order to prevent any cyber incidents in the future. A Fund and the investors could be negatively impacted both financially and reputationally as a result. While a Fund or a Fund’s service providers have established business continuity plans and systems designed to prevent such cyber-attacks, there are inherent limitations in such plans and systems -60-

including the possibility that certain risks have not been identified. Similar types of cyber security risks are also present for issuers of securities or other instruments or portfolio companies in which a Fund invests, which could result in material adverse consequences for such issuers and may cause the portfolio investments therein to lose value. Inflation and Deflation Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund’s investments can decline. Deflation risk is the risk that prices decline over time; the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which the Fund invests and may make defaults more likely, which may result in a decline in the value of the Fund’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Fund’s investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, 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 (as applicable) is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Fund. Custody and Banking Risks The Funds maintain funds with one or more banks or other depository institutions (collectively, “Banking Institutions”), which may include U.S. and non-U.S. Banking Institutions, and may enter into credit facilities or have other financial relationships with Banking Institutions. The distress, impairment, or failure of one or more Banking Institutions with which a Fund, its portfolio companies, its General Partner and/or the Adviser transact may inhibit the ability of the Fund or its portfolio companies to access depository accounts or lines of credit at all or in a timely manner. In such cases, a Fund may be forced to delay or forgo investments or to call capital when it is not desirable to do so, resulting in lower performance for the Fund. In the event of such a failure of a Banking Institution where a Fund or one or more of its portfolio companies holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to Banking Institutions in other jurisdictions not subject to FDIC protection). In such instances, the Fund and its affected portfolio companies may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the Banking -61-

Institution and participate pro rata with other unsecured creditors in the residual value of the Banking Institution’s assets. The loss of amounts maintained with a Banking Institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to a Fund or its portfolio companies. One or more investors or a General Partner could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, the Adviser may not be able to identify all potential solvency or stress concerns with respect to a Banking Institution or to transfer assets from one bank to another in a timely manner in the event a Banking Institution comes under stress or fails. Currency Exchange Risk Capital contributions to the Funds are payable in U.S. dollars and the Funds’ assets are valued in U.S. dollars. Investors subscribing for interests in a Fund in any country in which U.S. dollars are not the local currency should note that changes in the value of exchange between U.S. dollars and such currency may have an adverse effect on the value, price or income of the investment to such investor in the Fund. Additionally, a portion of a Fund’s investments may be denominated in the currencies other than the U.S. dollar, and hence the value of such investments will depend in part on the relative strength of the U.S. dollar. A Fund may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate between non-U.S. currencies and the U.S. dollar, as well as the transaction costs associated with converting non-U.S. currencies into U.S. dollars. Changes in non-U.S. currency exchange rates may also affect the value of dividends and interest earned, and the level of gains and losses realized on the sale of such investments. The rates of exchange between the U.S. dollar and other currencies are affected by many factors, including forces of supply and demand in the non-U.S. currency exchange markets. Exchange rates are also affected by the international balance of payments and other economic and financial conditions, government intervention, speculation and other factors. A Fund is not obligated to engage in any currency hedging operations, and there can be no assurance as to the success of any hedging operations that a Fund may implement. Climate Change A Fund may acquire investments that are located in, or have operations in, areas that are subject to climate change. Any investments located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors. There may be significant physical effects of climate change that have the potential to have a material effect on a Fund’s business and operations. Physical impacts of climate change may include increased storm intensity and severity of weather (e.g., floods or hurricanes), sea level rise, fires, and extreme and changing temperatures. As a result of these impacts from climate related events, a Fund may be vulnerable to the following: risks of property damage to the Fund’s investments; indirect financial and operational impacts from disruptions to the operations of the Fund’s investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage for investments in areas subject to severe weather; decreased net migration to areas in which investments are located, resulting in lower than expected demand for both investments and the products and services of the Fund’s investments; increased insurance claims and liabilities; increase in energy costs impacting operational returns; changes in the availability or quality of water, food or other natural resources on which the Fund’s business depends; decreased consumer -62-

demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; adverse effects of regulation at state, federal, and international levels aimed at mitigating and adapting to climate change; and economic distributions arising from the foregoing. Data Privacy The adoption, interpretation, and application of consumer protection, data protection, and/or privacy laws and regulations in the United States, Europe, and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention, and safeguarding of personal data and current and planned business activities of the Adviser, the Funds, and/or their portfolio companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions, or other penalties, as well as governmental enforcement actions, litigation, or adverse publicity, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. A Fund will process personal data in relation to, amongst others, its staff and representatives, individuals considering and/or making an investment in the Fund, and individuals connected with investors (such as directors, trustees, beneficial owners, advisors, and agents). A Fund is subject to laws related to privacy, data protection, and information security in the jurisdictions in which it does business and/or its investors are located. This includes Regulation S-P, a set of privacy and security rules adopted pursuant to the Gramm-Leach-Bliley Act. In May 2024, the SEC adopted amendments to Regulation S-P that broaden the scope of information that covered institutions are required to safeguard and impose significant new obligations related to incident response and prevention, the notification of affected individuals, and the oversight of third-party vendors. As Privacy Laws are implemented, interpreted, and applied, compliance costs for the Adviser, the Funds, and/or their portfolio investments are likely to increase. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (together, the “CCPA”), regulates the use and disclosure of the personal data of California residents and grants California residents several rights with respect to their personal data. The CCPA provides for civil penalties for violations, as well as a private right of action in connection with certain data breaches, and establishes a regulatory agency authorized to implement and enforce the CCPA. Similar Privacy Laws have been passed or are being considered in nearly two dozen other states. Data laws are also promulgated at the federal and local levels. For example, the U.S. Department of Justice “Data Security Program” regulations issued pursuant to Executive Order 14117, “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States GovernmentRelated Data by Countries of Concern,” restrict, and in some cases prohibits, data transfers involving countries of concern or covered persons, including the People’s Republic of China (including Hong Kong and Macau), Russia, Iran, North Korea, Cuba, and Venezuela that involve certain U.S. government-related data and bulk human ’omic, geolocation, biometric, health, -63-

financial, and other sensitive personal data. The Data Security Program applies even to data that have been de-identified, anonymized or encrypted. Entities organized under the laws of the United States as well as U.S. persons are restricted in their ability to provide access to such data to such countries as well as “covered persons” that have certain nexuses to such countries, and they are also required to prohibit foreign parties from making an “onward transfer” of such data to countries of concern and covered persons. These restrictions may inhibit or preclude the ability of the Adviser, the Funds, and/or their portfolio investments to fully realize the value of such data, to use such data effectively or efficiently, or to engage in some data transactions that would otherwise be available to entities not subject to the Data Security Program. The evolving patchwork of differing state and federal privacy and data security laws increases the cost and complexity of operating the business of the Adviser, the Funds, and/or their portfolio investments and increases their exposure to liability. In addition, certain processing activities of a Fund are subject to European data protection laws including the General Data Protection Regulation (EU 2016/679) (the “GDPR”), which came into effect on May 25, 2018, the UK GDPR, which incorporates the provisions of the GDPR into the UK’s own data protection laws, and took effect on January 1, 2021, the UK’s Data Protection Act 2018 and the UK’s Data (Use and Access) Act (“DUAA”) which introduces certain relatively minor amendments to the data protection regime in the UK, and therefore creates slight divergences between the EU and UK data protection regimes and took effect on June 19, 2025, and the Cayman Islands Data Protection Law, 2017, each of which broadly impacts businesses that handle various types of personal data, potentially including private fund managers and their funds and investments. Most advanced industrialized countries likewise have data protection measures and regulators, some of which have significant extraterritorial effects. Such laws impose stringent legal and operational obligations on regulated businesses, including, for example, disclosures about the usage of personal data, limitations on retention of personal data, implementation of appropriate technical and organizational security measures to protect personal data and demonstration that they have obtained valid consent or have another relevant legal basis in place to justify their data processing activities, and provide for data subject rights, which require necessary mechanisms to allow individuals to exercise such rights, creating the potential for significant penalties. For example, the GDPR/UK GDPR give strong enforcement powers to data protection authorities and provide for enforcement action and significant penalties for noncompliance, including fines of up to four percent (4%) of the greater of total annual worldwide turnover or €20 million under the GDPR and £17.5 million under the UK GDPR, depending on the type and severity of the breach. Other jurisdictions, including other U.S. states, have proposed, adopted or are considering similar Privacy Laws, which could impose significant costs, potential liabilities, and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include the Adviser, the Funds, and/or their portfolio investments. Risks of Artificial Intelligence The Adviser’s ability to use, manage, and aggregate data, including data related to the use of AI tools, may be limited by the effectiveness of its policies, systems, and practices that govern how -64-

data is acquired, validated, used, stored, protected, processed, and shared. Failure to manage data effectively, and to aggregate data in an accurate and timely manner, may limit the Adviser’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. While the Adviser may restrict certain uses of third-party and open source AI tools, the Adviser’s employees and consultants and a Fund’s portfolio companies will under certain circumstances use these tools, which poses additional risks relating to the protection of the Adviser’s and such portfolio companies’ proprietary data, including the potential exposure of the Adviser’s or such portfolio companies’ confidential information to unauthorized recipients and the misuse of the Adviser’s or third-party intellectual property, which could adversely affect the Adviser, a Fund, or its portfolio companies. For example, generative AI may be used improperly or inappropriately, lead to the contamination of the Adviser’s proprietary information, and render them unable to qualify for patent protection. Use of AI tools may result in allegations or claims against the Adviser, a Fund, or its portfolio companies related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information, and failure to comply with open-source software requirements. There can also be no assurance that the usage of AI will enhance any portfolio company’s products or services or be beneficial to any portfolio company’s businesses. Additionally, AI tools 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 such tools use to operate. Certain data in such tools 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 tools. Even where such tools 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 tools to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of such tools is expensive and complex and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could lead to errors in the Adviser’s, and its employees’ and consultants’, decision-making, portfolio management, or other business activities, which could have a negative impact on the Adviser or on the performance of a Fund and its portfolio companies. Such AI tools could also be used against the Adviser, a Fund, or its portfolio companies in criminal or negligent ways. In addition, use of such tools poses various risks related to confidentiality, privacy, and cybersecurity. Golden Gate personnel also could utilize such tools in contravention of any policies, confidentiality agreements, or applicable law. Any of such risks or misuse could have an adverse effect on Golden Gate, the Funds, and/or the portfolio companies. As the use and availability of AI tools has grown, the U.S. Congress and a number of U.S. federal and state agencies have been examining the AI tools and their use in a variety of industries, including financial services. These agencies have issued proposed, or adopted, a variety of rules and other guidance regarding the use of AI. Ongoing and future regulatory actions with respect to AI generally, or AI’s use in any industry in particular, may alter, perhaps to a materially adverse extent, the ability of the Adviser, a Fund, or its portfolio companies to utilize AI in the manner is has to-date, and may have an adverse impact on the ability of the Adviser, a Fund, or its portfolio companies to continue to operate as intended. Adequacy and Availability of Insurance; Catastrophic Events The Funds have in the past sought (and may in the future seek) to make investments where -65-

insurance and other risk management products (to the extent available on commercially reasonable terms) are utilized to mitigate the potential loss resulting from catastrophic events and other risks customarily covered by insurance. However, it is not always be practicable or feasible for portfolio companies to have prudent insurance and other risk management products. Moreover, it will not be possible to insure against all such risks, and such insurance proceeds as may be derived in a timely manner from covered risks may be inadequate to completely or even partially cover a loss of revenues, an increase in operating and maintenance expenses and/or a replacement or rehabilitation. Certain losses of a catastrophic nature such as those caused by wars, earthquakes, hurricanes, tornadoes, floods, terrorist attacks, pandemics or other similar events, may be either uninsurable or insurable at such high rates as to adversely impact the portfolio company’s and/or the Funds’ profitability. In general, losses related to terrorism are becoming harder and more expensive to insure against, and most insurers are excluding terrorism coverage from their all-risk policies. As a result, it is unlikely that any of the Funds’ investments will be insured against damages attributable to acts of terrorism (or certain other losses of a catastrophic nature). If a major uninsured loss were to occur with respect to an investment, the Funds could lose both their capital invested in, and anticipated profits related to, such investment. The Funds have in the past sought (and may in the future seek) to obtain representation and warranty insurance in connection with certain transactions in an effort to insure against losses from breaches of representations or warranties in the agreements related to such transaction. In particular, the Adviser expects to use such insurance in lieu of conducting more comprehensive due diligence when the Funds participate in a competitive bid process. Representation and warranty insurance could result in the Funds bearing, directly or indirectly, additional costs and expenses and is not a complete substitute for direct recovery against the counterparty to such transaction. Additionally, the market for representation and warranty insurance continues to evolve and insurers may not be able to adequately cover losses, particularly following an event that broadly affects the industry. Capital Calls Capital calls will be issued by the Adviser at the sole discretion of the Adviser, based upon the Adviser’s assessment of the needs and opportunities of the Funds. To satisfy such capital calls, investors may need to maintain cash or other assets that can be readily converted to cash equal to all or a substantial portion of their capital commitments. Except as specifically set forth in the Governing Documents or under applicable law, rule, or regulation each investor’s obligation to satisfy capital calls will be unconditional. An investor’s obligation to satisfy capital calls will not in any manner be contingent upon the performance or prospects of the Funds or upon any assessment thereof provided by the Adviser. Capital calls may not provide all the information an investor desires in a particular circumstance and such information may not be made available and will not be a condition precedent for an investor to meet its funding obligation. Additionally, and notwithstanding the foregoing, the Adviser will not be obligated to call one hundred percent (100%) of the investor’s capital commitment. The fees, costs and expenses incurred by an investor in fulfilling a capital call (e.g., bank fees, wire fees, value-added tax, or other applicable charges imposed on an investor as well as internal and external administrative costs) will be borne solely by such investor and will be in addition to the amounts required by capital calls (and will not be part of or otherwise reduce such investor’s capital commitments).

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Risks Related to Regulatory and Legal Environment Legal Risk, Litigation, and Regulatory Action The Funds, their General Partners, the Adviser, and their affiliates are subject to a number of risks, including changing laws and regulations, developing interpretations of such laws and regulations, and increased scrutiny by regulators and law enforcement authorities. Some of this evolution may be directed at the private fund industry in general or certain segments of the industry and may result in scrutiny or claims against a Fund, its General Partner, the Adviser or their affiliates directly for actions taken or not taken by the Fund, its General Partner, the Adviser or their affiliates. These risks and their potential consequences are often difficult or impossible to predict, avoid or mitigate in advance, and might make some investment opportunities unavailable to a Fund or result in fines, suspensions of personnel or other sanctions, including censure, the issuance of cease-and desist orders or the suspension or expulsion of applicable licenses or members. Even if an investigation or proceeding did not result in a sanction or the sanction imposed against a Fund, its General Partner, the Adviser or their respective affiliates were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm a Fund, its General Partner, the Adviser or their respective affiliates’ reputations, which may adversely affect a Fund’s investment performance by hindering its ability to obtain favorable financing or consummate a potentially profitable investment. In addition, the securities market is subject to comprehensive statutes and regulations. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The effect on a Fund, its General Partner, the Adviser, or any affiliate of any such legal risk, litigation, or regulatory action could be substantial and adverse. Certain of a Fund’s investments may be materially adversely affected by such events in the future. In the longer term, there may be significant new regulations that could limit a Fund’s activities and investment opportunities or change the functioning of capital markets. As a result, there can be no assurance the Funds will be able to achieve its investment objectives. The enactment of these reforms or other similar legislation could have an adverse effect on the private investment funds industry generally and on the Adviser, a General Partner, or a Fund specifically, and may impede a Fund’s ability to effectively achieve its investment objectives. Any further increases in the regulations applicable to private investment funds generally or a Fund, its General Partner or the Adviser in particular may result in increased expenses associated with a Fund’s activities and additional resources of the Adviser being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for investors or have an adverse effect on the ability of the Fund to effectively achieve its investment objectives. Tax Information Exchange Regimes; FATCA Withholding Tax on Certain Non-U.S. Entities The United States, pursuant to the Foreign Account Tax Compliance Act (“FATCA”) has entered into numerous intergovernmental agreements with various jurisdictions concerning the exchange of information as a means to combat tax evasion. In addition, the OECD has published a global Common Reporting Standard for the exchange of information pursuant to which many countries have now signed multilateral agreements. One or more of these information exchange regimes are -67-

likely to apply to the Funds and/or alternative investment vehicles and may require the Adviser to collect and share with applicable taxing authorities’ information concerning investors (including identifying information and amounts of certain income allocable or distributable to them). An investor’s failure to provide required information may result in expulsion from the Funds and/or alternative investment vehicles or other potential remedies. In addition, FATCA generally imposes a withholding tax of thirty percent (30%) on a non-U.S. entity’s (including certain of the Funds’) share of certain payments attributable to investments in the United States, including dividends and interest, unless an exception applies. This withholding tax could, under certain limited circumstances, apply to a Cayman-organized Fund, such as the Opportunity Fund, if it fails to comply with certain reporting obligations to the Cayman Islands. Economic Sanctions Laws Economic sanctions laws in the United States and other jurisdictions may prohibit the Adviser, the Adviser’s professionals and a Fund from transacting with or in certain countries and with certain individuals and companies. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, Executive Orders, and regulations establishing U.S. economic and trade sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain non-U.S. countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended from time to time, can be found on the OFAC website at www.treas.gov/ofac. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. These types of sanctions may significantly restrict a Fund’s investment activities in certain countries. Anti-Corruption and Anti-Boycott Considerations The U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“UKBA”) and other anti-corruption and anti-bribery laws, as well as U.S. anti-boycott regulations, may impact the Adviser, the Funds and the Funds’ portfolio companies. The Funds may be adversely affected or miss out on opportunities because of the Adviser’s unwillingness to participate in transactions that potentially violate such laws and regulations. Such laws and regulations may make it difficult in certain circumstances for the Funds to act successfully on investment opportunities or to obtain or retain business. Any determination that the Adviser, the Funds, their portfolio companies or any of their respective officers, directors or employees has violated the FCPA, the UKBA, or other applicable anti-corruption laws, anti-bribery laws, or U.S. anti-boycott regulations, could subject it to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and/or a general loss of investor confidence, any one of which could adversely affect the Funds’ business prospects and/or financial position, as well as the ability to achieve their respective investment objectives and/or conduct their respective operations.

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Public Disclosures; Freedom of Information Act Certain investors of a Fund or their beneficial owners will be subject to state public records or similar freedom of information laws, which may compel public disclosure of confidential information regarding the Fund, the portfolio companies and the other investors, and the Fund may be required to disclose otherwise confidential information. The amount of information about the investments made by certain investors that is required to be disclosed has increased over time, and that trend may continue. To the extent that disclosure of confidential information relating to a Fund is required, the Fund and its portfolio companies may be adversely affected. The Adviser may, in order to prevent any such potential disclosure, withhold information otherwise to be provided to such public investors, unless such investors and the Adviser agree upon other mutually agreeable means of providing such information to the investor that would be legally sufficient to prevent such disclosure. Similarly, due to confidentiality concerns, certain portfolio companies may not permit a Fund to fully disclose information regarding the portfolio company. Due to these considerations, the Adviser will not be able to provide information that an investor finds necessary to meet its own legal obligations. Conversely, potential future regulatory changes applicable to investment advisors and/or the accounts they advise could result in the Adviser and/or the portfolio companies becoming subject to additional disclosure requirements the specific nature of which is as yet uncertain. There can be no assurance that any confidential information will not be disclosed either publicly or to regulators, law enforcement agencies or otherwise, including for purposes of complying with regulations or policies to which a Fund, its General Partner, the Adviser, their affiliates, portfolio companies, or service providers to any of them may be or become subject. HSR Act Regulation and Enforcement Acquisition by a Fund of equity securities may result in reporting and compliance obligations under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Compliance with the HSR Act could significantly delay the closing of a transaction, lead to deal abandonment, increase the cost of operating a Fund, and/or infringe upon the ability of a Fund to engage in certain transactions. Pay-to-Play Laws, Regulations, and Policies A number of states and municipal pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after the adviser or certain of its executives or employees make a contribution to certain elected officials or candidates. If a General Partner, the Adviser, or their respective employees or affiliates fail to comply with such pay-to-play laws, regulations or policies, such non-compliance a Fund by, for example, providing the basis for the withdrawal of the affected government plan investor.

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Benefit Plan Regulatory Risks If a Fund were at any point deemed to hold “plan assets” under ERISA, its operations and investments could be limited, resulting in a lower return to the Fund than might otherwise be the case. Further, unless a General Partner and the Adviser operated a Fund and its investments in accordance with ERISA and the prohibited transaction provisions of the Internal Revenue Code, as amended, they could be exposed to litigation, penalties and liabilities which might adversely affect their ability to fully satisfy their obligations to the Fund. If a Fund elects to operate so that it qualifies as a venture capital operating company or other operating company, it may be restricted or precluded from making certain investments. In addition, such avoidance could require a Fund to liquidate or dispose of investments at a disadvantageous time, resulting in lower proceeds from such liquidation or disposition to the Fund than might have been the case without the need for such compliance. ESG Integration Generally ESG factors are only some of the many factors the Adviser will consider in making an investment or as part of ongoing engagement. Other factors may be given greater weight, particular ESG factors may be disregarded, and the Adviser may not consider all the ESG factors that an investor believes are important. To the extent ESG factors are considered, they will be considered based solely on their financial materiality. The Adviser invests for financial return and does not seek to generate positive ESG impact as an investment goal. Its investments may not result in positive ESG impact and could adversely impact one or more ESG attributes. In addition, the Adviser’s ESG integration may not align with the policies of, or regulatory requirements applicable to, a particular investor. The Adviser has discretion regarding whether and how to engage with portfolio companies on ESG-related matters. To the extent that the Adviser engages with portfolio companies on ESG-related matters, such engagements may not achieve the desired financial and other results. In addition, the market or other stakeholders may not consider the approach or results to be sufficient or desirable. Successful ESG integration on the part of the Adviser will depend on the Adviser’s skill in properly identifying and analyzing material ESG factors and their relevance, and there can be no assurance that the Adviser will be successful in doing so. ESG integration is subjective by nature, and the criteria utilized by the Adviser or the judgment exercised by the Adviser may not reflect the desired approach of any particular investor. Consideration of ESG factors may result in the selection or exclusion of certain investments, sectors, regions, countries, or types of investments and/or the pursuit of particular engagement strategies and initiatives. Such consideration carries the risk that the Adviser may underperform funds that do not take ESGrelated factors into account in the same manner. In addition, consideration and management of ESG factors may require the Adviser to rely on third-party information and data, which may be incomplete, inaccurate, or unavailable. Limitations in such information and data may result in erroneous assessments by the Adviser. ESG integration practices continue to evolve, including, without limitation, due to regulation, new and changing issues and areas of stakeholder focus, shifting investor sentiment (including so-called “anti-ESG” sentiment) and requirements, and evolving portfolio company practices. Accordingly, the Adviser’s ESG integration practices will continue to evolve and change, and they may do so in a manner that is adverse to financial return or inconsistent with a particular investor’s goals. -70-

Additionally, it should not be assumed that any ESG practices or standards will apply to every investment in which the Funds invest or that they have applied to all the Funds’ prior investments. Any ESG information provided is intended solely to provide an indication of ESG initiatives and standards that the Adviser may apply when seeking to evaluate and/or improve the ESG characteristics of an investment as part of the larger goal of maximizing financial returns on investments. Accordingly, investments may exhibit characteristics that are inconsistent with such practices or standards. CFIUS and National Security Clearance Considerations Certain investments by a Fund that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership, and control of interests in the Fund and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure,” and “critical technology” companies, including investments involving non-U.S. limited partners or co-investors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Fund could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply, and enforce the relevant regulations. Any review and approval of a Fund investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. In the event that CFIUS, or another FIC regulator, reviews one or more of the Fund’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Fund will be able to proceed with, or maintain, such investments on terms acceptable to the Fund. Such limitations or restrictions could adversely affect a Fund’s performance with respect to such investments (if consummated) and thus the Fund’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Fund investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Fund’s commitments, which increases the risk that Fund investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Fund due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the General Partner is permitted to -71-

restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Fund to maintain, or proceed with, any investment on terms acceptable to the Fund. Additionally, a Fund is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connections with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Fund as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar nonU.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Fund to recognize value from exits and/or making exit transactions more difficult. 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 AI. 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 Fund. The OISP restrictions could limit the universe of prospective investments available to a Fund, 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.

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Item 9. Disciplinary Information

Certain of the Funds have taken, and may in the future take, a minority or controlling interest in companies that operate within the broadly defined financial services industry. Certain of those companies may themselves be, or may have affiliates that are, registered with U.S. and/or foreign regulatory agencies or with State insurance agencies. Historically, these companies have included banking institutions, insurance and reinsurance entities, investment advisers and broker-dealers. Existing portfolio companies of the Funds are generally operationally independent from the Adviser, although there is from time to time cross-referral of clients between and among the Adviser and such companies. However, it is anticipated that in the future certain portfolio companies that operate within the financial services industry will have varying degrees of more or less operational independence from the Adviser in that (1) the Adviser will in some cases have some or substantial business dealings with such companies in connection with the advisory services that the Adviser provides to the Funds, (2) the Adviser may conduct certain shared operations with such companies (including, with respect to Fund portfolio companies or their affiliates that are investment advisers (“Portfolio Company Advisers”), in connection with a Holding Company (as defined below) or otherwise), (3) there may be more regular cross-referral of clients between and among the Adviser and such companies, and (4) the Adviser may share certain supervised persons or premises with such companies. NGC Capital Advisory Services NGC Capital entered into an Investment Management Agreement with AIC Finance Partnership, L.P. pursuant to which NGC Capital acts as the investment adviser for certain private equity investments of the Opportunity Fund (collectively, “GGC Credit Opportunities”) and is compensated with an investment management fee paid by such GGC Credit Opportunities. NGC Capital provides investment advisory services primarily in connection with direct and indirect investments in debt-related securities (including through total returns swaps and derivative -74-

instruments tied to debt securities) and has in the past provided (and is expected in the future to provide) such services, including as a sub-adviser, to the Adviser and the Funds. In addition, NGC Capital has in the past served (and NGC Capital and/or certain other Portfolio Company Advisers may in the future serve) as an adviser or sub-adviser to certain portfolio companies or their affiliates, including GGC Credit Opportunities, and has in the past received (and may in the future receive) fees in connection with such advisory or sub-advisory relationship. See “Business with Portfolio Companies and Investors” in Item 11 below for a description of conflicts applicable to portfolio companies providing services to other portfolio companies. Subadvisory services are generally performed on a non-discretionary basis under the overall direction of the Adviser.

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The Code of Ethics, which is designed to comply with Rule 204A-1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including a general restriction on personal securities transactions with only limited exceptions (e.g., for sale transactions and purchases in limited offerings where preclearance obligations are satisfied). Access Persons (as defined in the Code of Ethics) and their families and households may purchase investments for their own accounts, including the same investments as may be purchased or sold for a Fund, subject to the terms of the Code of Ethics and the Governing Documents. Under the Code of Ethics, Access Persons are also required to file certain periodic reports as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. Supervised Persons who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, a letter of censure or suspension or termination of the employment of the violator. Supervised Persons are required to annually acknowledge compliance with the Code of Ethics. In certain circumstances, a copy of the Code of Ethics may be made available to a client upon written request to: Chief Compliance Officer Golden Gate Private Equity, Inc. One Embarcadero Center, 39th Floor San Francisco, CA 94111 compliance@goldengatecap.com Participation or Interest in Client Transactions The Adviser and certain personnel and affiliates of the Adviser have invested (and expect in the future to invest) in and alongside the Funds, either through the Adviser, as direct investors in the Funds or otherwise. A Fund or the Adviser, as applicable, have reduced (and expect in the future to reduce) all or a portion of the Advisory Fee and Incentive Allocation related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential investors in a Fund (including potential investors in a CoInvestment Fund (as defined below) or purchaser of a limited partner’s interests in a secondary -76-

transaction) often ask different questions and request different information, the Adviser in certain circumstances provides certain information to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. Potential Conflicts of Interest The Adviser, the Adviser Personnel and their affiliates engage in a broad range of activities, including investment activities for their own account (and/or for certain accounts of their family members or related persons) and for the account of other investment funds, and providing transaction-related, management, advisory, financial advisory, consulting and other services to funds and operating companies. In the ordinary course of conducting their respective activities, the interests of a Fund or the investors may from time-to-time conflict with the interests of the Adviser or the Adviser Personnel and other Funds or with their respective affiliates. In particular, the interests of a Fund at times will conflict with the interests of the Adviser, other Funds or their portfolio companies, Co-Investment Funds or their respective affiliates or related entities. Certain of these conflicts of interest have been previously disclosed above, namely in Item 5 with respect to “Advisory Fees; Other Fees” and “Allocation of Expenses,” Item 6 with respect to “Performance-Based Fees and Side-By-Side Management,” Item 8 with respect to “Reliance on Management of a Fund,” “Need for Follow-On Investments,” “Recycling/Reinvestment,” “Conflicting Interests of Investors,” “Valuation of Investments,” “Service on Boards of Directors, Material Non-Public Information, Etc.” and “Industry Relationships” and Item 10 with respect to the Adviser’s relationship with NGC Capital. In addition, there may be instances when the interests of a Fund and the investors of other Funds conflict. More fulsome descriptions of certain such conflicts of interest, as well as certain additional conflicts of interest and a description of how the Adviser addresses such conflicts of interest, can be found below, including in Item 12 with respect to “Selection of Brokers and Dealers.” In addition, other conflicts of interest may also be disclosed in the Governing Documents of a particular Fund. Resolution of Conflicts In the case of conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made in accordance with the Governing Documents of the applicable Fund using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser considers various factors, including, but not limited to, the interests of the applicable Fund with respect to the immediate issue and/or with respect to its longer-term courses of dealing. Certain guidelines for resolving specific conflicts of interest are set forth below. When conflicts arise, the Adviser may take the following factors into consideration, which may mitigate, but will not eliminate, conflicts of interest:

A Fund will not make an investment unless the Adviser or applicable sub-adviser believes that such investment is an appropriate investment considered from the viewpoint of such Fund.

Many important conflicts of interest will generally be resolved by set procedures, -77-

restrictions or other provisions contained in the Governing Documents.

Certain Funds have established an advisory committee, consisting of representatives of investors not affiliated with the Adviser. The advisory committees meet as required or requested to consult with the Adviser as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith discretion.

Where the Adviser deems appropriate, unaffiliated third parties may be used or referenced in resolving conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price or transaction pricing established by knowledgeable third parties.

The Adviser has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest.

Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund.

While the Adviser endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that the Adviser will identify or resolve all conflicts in a manner that is favorable to the Funds and the Funds’ investors may not be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. In addition, certain provisions of a Fund’s Governing Documents are designed to protect the interests of investors in situations where potential or actual conflicts exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. Conflicts There are numerous perceived and actual conflicts of interest between a Fund, on the one hand, and the Adviser, the Affiliate Advisers, other Funds or their portfolio companies, the CoInvestment Funds or their respective affiliates or related entities, on the other hand. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this Brochure and the Governing Documents, and this Brochure and the Governing Documents should be read in their entirety for other conflicts of interest. In addition, new and difficult types of conflicts of interest may subsequently arise. Allocation of Investment and Co-Investment Opportunities; Related Conflicts The Adviser has formed with respect to certain Funds and in the future may create one or more additional investment entities (each, a “Co-Investment Fund” and, collectively, the “CoInvestment Funds”) with a principal purpose of allowing employees of the Adviser and their affiliates or other persons affiliated with or retained or designated by the Adviser (including certain employees of the Adviser or its affiliates, key service providers, operating partners, operating -78-

executives, certain business associates, other “friends and family” of the Adviser or its personnel or other persons) to invest alongside one or more Funds. The terms of these entities will typically be more favorable to the investors therein than the terms offered to the investors in the applicable Fund(s). The Adviser is entitled, in its sole discretion, to charge varying (or no) Advisory Fees or Incentive Allocations to different investors in the Co-Investment Funds. The Co-Investment Fund generally will invest proportionately in all transactions on effectively the same terms and conditions as the applicable Fund(s), subject to applicable legal, tax, regulatory or other similar considerations. Additionally, the Adviser from time to time in its sole discretion provides certain persons engaged by the Adviser (e.g., a consultant associated with an expert network) with the opportunity to invest directly in a portfolio company in connection with any such person’s services to the Adviser and, ultimately, a Fund’s investment in such portfolio company. In connection with its investment activities, the Adviser expects to encounter situations in which it must determine how to allocate investment opportunities (including follow-on investments) among various clients and other persons, which may include, but are not limited to, the following:

The Funds (including those established as a continuation vehicle) or their portfolio companies.

Any co-investors or Co-Investment Funds that have been formed to invest side-by-side with one or more Funds in all or particular transactions entered into by such Fund(s) (the co-investors or investors in such Co-Investment Funds typically include (1) Adviser Investors, and/or (2) individuals and entities that are not investors in any Fund (including portfolio company management or personnel) (“Third Parties”)).

Adviser Investors and/or Third Parties that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Funds in particular transactions entered into by such Fund(s).

Adviser Investors and/or Third Parties acting as “co-sponsors” with the Adviser with respect to a particular transaction.

Accounts or pooled investment vehicles that could have an investment strategy that may be similar, but not identical, to certain of the Funds and are for the benefit of Adviser Investors and/or Third Parties.

Certain proprietary vehicles.

The Adviser makes allocation determinations consistent with the Funds’ Governing Documents and in accordance with its written policies and procedures relating to the allocation of investment opportunities and will make allocation determinations consistently therewith. The Adviser must first determine which Funds will participate in an investment opportunity and whether an investment opportunity is appropriate for any eligible Fund(s) based on each Fund’s investment objectives, strategies, and structure, as set forth in the applicable Fund’s Governing Documents (collectively, “Investment Allocation Requirements”). The Adviser will make -79-

allocation determinations based solely on the Adviser’s expectations and understanding at the time an investment is made, notwithstanding that an investment, and its characteristics, may change over time and that such investment may prove to have been more suitable for another Fund in hindsight. If deemed an appropriate investment for a Fund, or Funds, the Adviser will seek to allocate such investment opportunities, or advisory recommendations, on a fair and equitable basis, consistent with its fiduciary obligations and the applicable Governing Documents for the relevant Funds. To the extent the Investment Allocation Requirements of a Fund do not include specific allocation procedures, and/or allow the Adviser discretion in making allocation decisions among the Funds, including, but not limited to, regarding follow-on investments, the Adviser may take into account such factors that it determines, in its sole discretion, to be relevant, which may include the Funds’ different investment strategies, structures, terms of offerings, and other relevant investment factors, consistent with the Adviser’s business model as a private equity firm. The Adviser may consider additional factors that may restrict, or limit, the offering of an investment opportunity to the Fund(s), notwithstanding such Fund(s) Investment Allocation Requirements. Possible restrictions include, but are not limited to:

Obligation to Offer: The Adviser may be required to offer an investment opportunity to one or more Funds pursuant to priority or “deal flow” allocations or covenants requiring the Adviser to offer such Funds the right to participate (in whole or in part) in investment opportunities that meet their investment objectives.

Related or Follow-On Investments: The Adviser may offer an investment opportunity related to an investment previously made by a Fund(s) to such Fund(s) to the exclusion of, or resulting in a limited offering to, other Funds, including because such follow-on investment protects the rights given to the investing Fund(s) previously invested in the investment opportunity, or for reputational or strategic reasons, even when such follow-on investment’s valuation has decreased since the original investment.

Legal and Regulatory Exclusions: The Adviser may determine that certain Funds or investors in such Funds should be excluded from an allocation due to specific legal, regulatory, and contractual restrictions placed on the participation of such persons in certain types of investment opportunities.

Over-Subscription: If the amount of an investment opportunity exceeds the amount the Adviser determines would be appropriate for the eligible Funds (after taking into account any portion of the opportunity allocated by contract to certain participants in the applicable deal, such as co-sponsors, consultants, and advisors to the Adviser, the Funds, or management teams of the applicable portfolio company, certain strategic investors, or other investors whose allocation is determined by the Adviser to be in the best interest of the applicable Fund), the Adviser may reserve the right to offer any such excess to one or more co-investors pursuant to the procedures included in the applicable Fund’s Governing Documents. -80-

Once the participating Fund(s) has been identified, and if more than one Fund will participate in an investment opportunity, the Adviser allocates the investment opportunity among the Funds based on relevant factors, as determined in the Adviser’s sole discretion, related to each Fund, which may include, but are not limited to:

Each Fund’s investment objectives and investment focus.

Transaction sourcing (and with respect to an investment opportunity originated by a Third Party, the relationship of a particular Fund to or with such Third Party).

Each Fund’s liquidity and reserves (including whether a Fund is able to commit to invest all capital required to consummate a particular investment opportunity).

Each Fund’s diversification (including the actual, relative or potential exposure of a Fund to the type of investment opportunity in terms of its existing portfolio).

Lender covenants and other limitations.

Any “ramp-up” period of a newly established Fund.

Amount of capital available for investment by each Fund as well as each Fund’s projected future capacity for investment (including whether a Fund is able to invest all capital required to consummate a particular investment opportunity) and anticipated coinvestment (if any).

The size, liquidity and duration of the investment.

Each Fund’s targeted rate of return.

Stage of development of the prospective portfolio company or other investment and anticipated holding period of the portfolio company.

Composition of each Fund’s portfolio and each Fund’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics) and the scope of a Fund’s investment mandate including whether mandates are identified as primary or secondary, and whether the mandate is limited or otherwise restricted to specific types of investments or assets.

The suitability as a follow-on investment for a current portfolio company of a Fund or to upsize an existing investment.

Timing expected necessary to execute an investment.

The amount and use of leverage, if any, in the proposed capital structure.

The availability of other suitable investments for each Fund. -81-

Supply or demand of an investment opportunity at a given price level.

Risk considerations.

Cash flow considerations.

The centrality of an investment to a Fund’s strategy.

Asset class restrictions.

Industry and other allocation targets.

Minimum and maximum investment size requirements.

Tax and accounting implications.

The seniority of an investment and other capital structuring criteria.

Whether an investment opportunity requires additional consents or authorizations from a Fund, investors or Third Parties.

Whether an investment opportunity would enable a Fund to qualify for certain programmatic benefits or discounts that are not readily available to other Funds including, but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions.

Whether the investment opportunity would create a conflict of interest with respect to a Fund, the Adviser, or its affiliates.

Avoiding allocations that could result in de minimis or odd lot investments.

Legal, contractual, or regulatory constraints.

Any other relevant limitations imposed by, or conditions set forth in, the applicable Governing Documents of each Fund.

The application of the Investment Allocation Requirements, and factors set forth above, may result in allocation to a Fund, or Funds, on a non-pro rata basis and, in certain circumstances, a Fund may not participate in an investment opportunity that fall within its investment guidelines. The Adviser will seek to make all allocations of investment opportunities in a fair and equitable manner, and will not favor or disfavor, consistently or consciously, any Fund or class of Funds in relation to any other Funds. Further, the Adviser will not allocate investment opportunities based, in whole or in part, on (1) the relative fee structure or amount of fees paid by any Fund, (2) the profitability of any Fund, or (3) any person’s interest in offering or participating in co-investment opportunities outside of any Fund. -82-

The Adviser makes allocation determinations based solely on the Adviser’s expectations at the time such investments and dispositions are made; provided, however, that investments and their characteristics may change and there can be no assurance that an investment or disposition may prove to have been more suitable for another Fund in hindsight. In some cases, the Adviser’s observation and application of the Investment Allocation Requirements may affect adversely the price paid or received by a Fund, or the size of the position purchased or sold by the Fund. Additionally, and as noted above, certain Funds, pursuant to their Governing Documents, may have priority or “deal flow” allocations or covenants requiring the Adviser to offer such Funds the right to participate (in whole or in part) in investment opportunities that meet their investment objectives. As such, the entitlement of certain Funds to participate in all or any part of a potential investment opportunity will be subject to such priority rights, which could result in certain Funds not participating in an investment opportunity at all or participating to a lesser extent than they would have participated absent such other priority rights. In addition, a Fund may not pursue an investment opportunity that is within its mandate as a result of trading activities, or other investments made by, other Funds and/or their portfolio companies. The Adviser will determine if the amount of an investment opportunity exceeds the allocation to the Funds (after taking into account any portion of the opportunity allocated by contract to certain participants in the applicable deal, such as co-sponsors, consultants and advisors to the Adviser and/or the Funds or management teams of the applicable portfolio company, certain strategic investors and other investors whose allocation is determined by the Adviser to be in the best interest of the applicable Fund), and any such excess may be offered to one or more co-investors pursuant to the procedures included in the applicable Governing Documents or, to the extent not addressed in such Funds’ Governing Documents, in accordance with the following paragraphs. There may be circumstances where the Adviser determines, for strategic or other reasons, the amount that could have otherwise been invested by a particular Fund is instead allocated to one or more co-investors. Allocating a portion of an investment opportunity for a co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Fund, and because co-investment opportunities generally appeal to investors and third parties, there are potential conflicts of interest in determining the amount of investment opportunity that should be allocated to a Fund. The amount of Other Fees generated as a result of co-investments in connection with any portfolio company will often not reduce the Advisory Fees paid by the Funds and will therefore be retained by the Adviser. The allocation of co-investment opportunities will, in many or all cases, also involve a benefit to the Adviser in addition to the receipt of Other Fees, including the receipt of Advisory Fees or allocation of Incentive Allocation from the co-investor, and/or capital commitments to Funds (including successor Funds). As a result of the foregoing, the Adviser could be incentivized to allocate a greater portion of an investment to a co-investor than it would have otherwise allocated absent such an arrangement or economic terms. A Fund’s General Partner and its affiliates are permitted to make capital commitments and/or contributions to co-investment opportunities and co-investment vehicles investing alongside the Funds. Such amounts so committed or contributed are permitted, at the option of the applicable Fund’s General Partner, to be deemed part of the amount the Adviser is otherwise required to -83-

contribute to the Funds. Any such amounts would be in full or partial satisfaction of amounts that would otherwise be invested in a Fund in respect of such investment, which could reduce the amount of such co-investment available to the limited partners. In addition, any such amounts invested by a Fund’s General Partner or its affiliates in co-investments alongside the Fund and deemed part of the amount the Adviser is otherwise required to contribute will result in the General Partner and/or its affiliates contributing less to the Fund than the Adviser’s capital commitment to such Fund would otherwise imply. In addition, co-investment vehicles may be formed to make investments alongside a Fund. In such cases, the co-investment vehicle will have a priority right to make co-investments in some or all the investments made by such Fund. The existence of such a priority right will significantly reduce or eliminate co-investment opportunities available to the investors. Certain investment opportunities may involve interests in portfolio companies of one or more Funds that are part of a restructuring or similar transaction. In such instances, investors in the Funds involved in such a transaction are typically given priority rights to roll over their existing interests or otherwise reinvest in such investment opportunities (for instance, through a newly formed continuation fund). As a result, other Funds may not be allocated all or any portion of such an investment opportunity, even if such opportunity falls within a Fund’s investment objectives or strategy. Subject to any Investment Allocation Requirements or other specific agreements with an investor with respect to such Fund, in general: (1) no investor in a Fund has a right to participate in any coinvestment opportunity and investing in a Fund does not give an investor any rights, entitlements or priority to co-investment opportunities; (2) decisions regarding whether and to whom to offer co-investment opportunities, as well as the applicable terms on which a co-investment is made, are made in the sole discretion of the Adviser or its related persons or other participants in the applicable transactions, such as co-sponsors; (3) co-investment opportunities may, and typically will, be offered to some, and not other, investors in the Funds, in the sole discretion of the Adviser or its related persons, investors may be offered a smaller amount of co-investment opportunities than originally requested and an investor may be offered fewer co-investment opportunities than other investors in the same Fund, with the same, larger or smaller capital commitments to such Fund; (4) certain persons other than investors in the Funds (e.g., other Funds managed by the Adviser, consultants, joint venture partners, Adviser Investors, persons associated with a portfolio company and other Third Parties, including persons whom the Adviser believes will provide a benefit to a Fund and/or one or more portfolio companies or who provide a strategic sourcing or similar benefit to the Adviser, a Fund, and/or a portfolio company and one or more of their respective affiliates, due to industry or regulatory expertise or otherwise) may be offered coinvestment opportunities, in the sole discretion of the Adviser or its related persons; and (5) coinvestors will under certain circumstances purchase their interests in a portfolio company at the same time as the Funds or will under certain circumstances purchase their interests from the applicable Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell down or transfer), which generally will have been funded through Fund investor capital contributions in the participating Fund and/or the use of a Fund credit facility. Each co-investment opportunity (should any exist) is likely to be different, and allocation of each such opportunity will be dependent upon the facts and circumstances specific to -84-

that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy, and counterparty). Additionally, non-binding acknowledgements of interest in coinvestment opportunities are not Investment Allocation Requirements and do not require the Adviser to notify the recipients of such acknowledgements if there is a co-investment opportunity. However, the Adviser from time to time agrees to give particular investors, Funds, or other third parties, priority access to co-investment opportunities. The existence of such priority or other contractual co-investment access rights could affect the Adviser’s decision to offer certain opportunities for co-investment and could limit the ability of Funds or their investors to be offered certain co-investment opportunities. In addition, in exercising its discretion to decide how to allocate investment opportunities (including side-by-side co-investment rights) with respect to a particular investment among potential co-investors, the Adviser may consider some, or all, of a wide range of factors, which may include, but are not limited to, its own interests, or one or more of the following, and which are not listed in any order of importance or priority:

The Adviser’s evaluation of the size and financial resources of the potential co-investment party and the Adviser’s perception of the ability of that potential co-investment party (in terms of, for example, staffing, expertise and other resources or similar synergies) to efficiently and expeditiously participate in the investment opportunity with the relevant Fund(s) without harming or otherwise prejudicing such Fund(s), in particular when the investment opportunity is time-sensitive in nature, as is typically the case (including whether the potential co-investment party has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required).

Any confidentiality or publicity concerns, including those that have the potential to arise in connection with providing the potential co-investment party with specific information relating to the investment opportunity in order to permit such potential co-investment party to evaluate the investment opportunity.

A potential co-investment party’s history with respect to participation in opportunities and the Adviser’s evaluation of its past experiences and relationships with that potential coinvestment party, such as the willingness or ability of the potential co-investment party to respond promptly and/or affirmatively to potential investment opportunities previously offered by the Adviser and the expected amount of negotiations required in connection with a potential co-investment party’s commitment.

The character and nature of the co-investment opportunity (including, but not limited to, the potential co-investment timing, amount, structure, geographic location, tax characteristics, and relevant industry).

Level of demand for participation in such co-investment opportunity.

The ability of a potential co-investment party to aid in operating or monitoring a portfolio company, the possession of certain expertise by a potential co-investment party, the -85-

potential co-investment party’s relationship with the management team of the potential portfolio company and/or whether the potential co-investment party has any existing positions in the portfolio company.

The extent to which a potential co-investment party has been provided a greater amount of co-investment opportunities relative to others.

Whether the potential co-investment party would require any governance rights that would complicate the transaction (or, alternatively, whether the potential co-investment party would be willing to defer to the Adviser and assume a passive role in governing a portfolio company).

Any interests a potential co-investment party has in any portfolio company competitors.

The ability of a potential co-investment party to hold investments for longer periods of time (or indefinitely).

The Adviser’s perception of whether the investment opportunity has the potential to subject the potential co-investment party to legal, regulatory, competitive, confidentiality, reporting, public relations, media, or other burdens that make it less likely that the potential co-investment party would act upon the investment opportunity if offered.

The Adviser’s evaluation of whether a particular potential co-investment party has provided value in sourcing, establishing relationships, participating in diligence and/or negotiations for such potential transaction or is expected to provide value to the business or operations of a portfolio company post-closing.

The Adviser’s evaluation of whether a co-investment party’s participation in the coinvestment opportunity might increase regulatory obligations (through additional filing requirements or otherwise) and make a transaction more difficult to close.

Risk diversification and hedging equity exposure for transactions requiring significant equity to be funded at closing.

Covenants in Fund agreements limiting the amount of equity that can be committed to any particular investment.

The nature of the minority protection rights and information rights requested by the potential co-investment party.

The requirements of the conflict-of-interest provisions contained in the Governing Documents of the relevant Fund.

The Adviser’s evaluation of whether the profile or characteristics of the potential coinvestment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of the Funds to take advantage of such opportunity (for example, -86-

if the potential co-investment party is involved in the same industry as a target company in which a Fund wishes to invest, or if the identity of the potential co-investment party, or the jurisdiction in which the potential co-investment party is based, may affect the likelihood of a Fund being able to capitalize on a potential investment opportunity).

Whether the potential co-investment party will make commitments to invest in other Funds, (including concurrently with the applicable co-investment) as well as commitments to future funds raised by the Adviser.

Whether the co-investment opportunity is being provided in connection with a potential investment in or acquisition of interests through a secondary transfer of the Funds (i.e., a stapled co-investment opportunity).

Whether the Adviser believes, in its sole discretion, that allocating investment opportunities to a potential co-investment party will help establish, recognize, strengthen, or cultivate relationships that may provide indirectly longer-term benefits (including strategic, sourcing or similar benefits) to the Funds or future Funds or the Adviser itself and whether the potential co-investment party has demonstrated a long-term or continuing commitment to the potential success of the current or future Funds or the Adviser itself.

The Adviser is not required to, and does not, consider all the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and the attendant circumstances. Considerations of these factors may, in some circumstances, lead the Adviser to favor some potential co-investors over others with respect to the frequency with which the Adviser offers them co-investment opportunities or to allocate certain co-investors a greater proportion of an investment opportunity than others as a result of these factors. Additionally, the Adviser expects certain service providers, their affiliates and personnel to invest in, or co-invest alongside, one or more Funds, and due to the nature of the service provider relationships 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. In certain cases, determinations to allocate such amounts or investment opportunities to vendors or 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. The Adviser or its affiliates may establish dedicated co-investment vehicles for specific investors in order to facilitate investments by the relevant investors as co-investment parties alongside a Fund that may have more favorable rights and/or terms than the Funds and/or other co-investors. Any such vehicle will be established at the Adviser or its affiliates’ sole discretion, and the Adviser and its affiliates have no obligation to offer a similar opportunity to any other investor. The Adviser’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among the persons, including the Funds, Co-Investment Funds, Adviser Investors and Third Parties, and in the manner discussed above, often will not result in proportional allocations among such persons, and such allocations often will be more or less advantageous to -87-

some such persons relative to other such persons. For example, the Adviser may be incentivized to offer a co-investment opportunity to certain persons over others based on its economic arrangement with such persons or the desire for such persons to invest in other Funds (including, for example, whether the Adviser and/or the applicable general partners are entitled, under arrangements made with certain potential co-investment parties, to additional Advisory Fees and/or Incentive Allocations based on the availability of co-investment opportunities offered to such parties). Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among Funds with differing fee, expense and compensation structures, the Adviser has an incentive to allocate investment opportunities to the Funds from which the Adviser or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. Notwithstanding the foregoing, the Adviser will not allocate investment opportunities among the Funds based, in whole or in part, on (1) the relative fee structure or amount of fees paid by any Fund, or (2) the profitability of any Fund. While the Adviser determines how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Fund’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 conflicts of interest to which the Adviser is subject, discussed herein, did not exist. The Adviser will seek to make all allocations of investment opportunities in a fair and equitable manner. In addition, Adviser Personnel invest indirectly in, and may be permitted to invest directly in, Funds and may, therefore, participate indirectly in investments made by the Funds in which they invest. Such interests will vary Fund by Fund and may create an incentive to allocate particularly attractive investment opportunities to the Fund in which such personnel hold a greater interest. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund. For example, additional conflicts could arise to the extent the Adviser and/or its affiliates, or Adviser Personnel, hold an outsized economic position in any of the participating Funds. In such cases, the Adviser could be incentivized to manage such arrangements in a manner that would enhance the returns of the Funds in which the Adviser and/or its related parties hold a substantial portion of the equity, even to the detriment of other Funds. The Adviser and/or a Fund may invest in the securities offerings of a portfolio held by another Fund (including through initial public offerings), which would result in the Adviser and/or a Fund receiving an allocation of portfolio company securities. In addition to conflicts of interest arising from the allocation of such securities, this arrangement also leads to similar conflicts described below under “Conflicts With Respect to Purchases and Sales.” A conflict also arises in allocating an investment opportunity if the potential investment target could be acquired by either a Fund or a portfolio company of another Fund. In making such an allocation determination, the Adviser will consider some one or more of the factors set forth above and will make a determination in its good faith discretion. The Funds expect, from time to time, to enter into equity commitment arrangements whereby, -88-

subject to any applicable documentation, a Fund agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase equity securities in a transaction. Furthermore, in certain instances the Funds will also enter into (1) limited guarantee arrangements whereby, subject to any applicable documentation, a Fund agrees that if a transaction with respect to a potential portfolio company is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity, and (2) full guarantee arrangements where a Fund agrees to close a transaction even if the debt financing for such transaction is not available or has not been funded. While certain co-investment vehicles with investments contractually tied to the Fund (including co-investment vehicles through which Adviser Personnel participate) are generally obligated to pay their proportionate share of the equity purchase price (whether pursuant to the applicable Funds’ Governing Documents or otherwise), such co-investment vehicles are generally not direct parties to the equity commitment arrangements or guarantees and, in any event, are not obligated to pay their proportionate share of any reverse termination fee. Therefore, in the unlikely event that a co-investment vehicle defaults on an arrangement with the Fund to pay its proportionate share of the equity purchase price (if any) or such an arrangement does not exist, the Fund would be held responsible for the entire equity purchase price or other applicable obligations. In addition, to the extent the Adviser has discretion over granting or withholding consent to a secondary transfer of interests in a Fund pursuant to such Fund’s Governing Documents, or is asked by a potential transferring investor to identify potential purchasers in a secondary transfer (including pursuant to a side letter or other agreement), the Adviser may consider its own interests as well as the factors listed below as it may deem appropriate under the circumstances in exercising such discretion:

The Adviser’s evaluation of the financial resources of the potential purchaser, including, but not limited to, its ability to meet capital contribution obligations.

The Adviser’s perception of its past experiences and relationships with the potential purchaser, including, but not limited to, its belief that the potential purchaser would help establish, recognize, strengthen, or cultivate relationships that may provide indirectly longer-term benefits to current or future Funds or the Adviser itself and the expected amount of negotiations required in connection with a potential purchaser’s investment.

Whether the potential purchaser would subject the Adviser, the applicable Fund, or their affiliates to legal, regulatory, reporting, public relations, media, or other burdens.

A potential purchaser’s investment into another Fund (including any commitment, or agreement to make a commitment, to an existing or future Fund).

Requirements and/or acknowledgements in such Fund’s Governing Documents.

Any other facts as it deems appropriate under the circumstances in exercising discretion.

Additionally, from time to time the Adviser becomes aware of existing investors in a Fund (including existing investors that are affiliates of the Adviser that are interested in selling their -89-

interests in a Fund) and/or other third-party investors (including, without limitation, any such party that is sourced by a broker and/or other agent of the Adviser) that are interested in acquiring interests in a Fund through a secondary transfer. In such instances the Adviser could, in its sole discretion and without providing notice to all investors in the Fund, introduce such parties to potential counterparties, including, without limitation, certain Fund investors. It is possible that any such introduction will ultimately result in an investor in a Fund obtaining liquidity (which could be at a price that reflects a discount to net asset value), and/or being able to transfer its interests prior to other investors in the Fund that are also seeking to transfer their interests and obtain liquidity. The Adviser has no obligation to prioritize any specific Fund investor seeking to transfer its interests or treat Fund investors equally in regard to transfers of interests. Subject to the applicable Fund’s Governing Documents, the Adviser may, in its discretion, identify secondary transferees (including through structured or stapled processes or tender offers), which may include the Fund’s General Partner, its affiliates or personnel or other related persons, and has no obligation to notify all investors, to “shop” such opportunities broadly, to solicit competitive bids, to obtain third-party valuations or fairness opinions, to seek the highest price, or to obtain advisory board approval for pricing or other terms. Secondary transfers can occur in a variety of situations, including where an investor an investor is seeking to transfer its interest or be released from its commitment to a Fund and other, similar circumstances. Purchases by the General Partner, its affiliates, personnel and/or other related persons can create conflicts, including pricing and valuation judgments (including transactions at discounts to NAV without market checks), information asymmetries, allocation of opportunities and expenses, effects on Advisory Fees and Incentive Allocations, incentives to favor purchasers that provide (or are expected to provide) commitments to other Adviser-advised vehicles, reliance on internal valuations that may differ from realized values, and conflicts where purchase financing is provided by the General Partner or its affiliates. The Adviser exercises discretion in selecting and introducing purchasers (e.g., based on ability to fund commitments, relationship history, and regulatory considerations) without notice to all investors and without any obligation to offer opportunities pro rata, and will obtain any approvals or consents required by Governing Documents or law (including for General Partner or affiliate, principal, or agency-cross transactions). It should be noted that the existence of accounts established for the benefit of Adviser Investors and/or Third Parties could have a similar, but not identical, investment strategy as certain of the Funds which has the potential to create conflicts of interest that cannot be fully mitigated. For example, such accounts may, on occasion, invest in the same security and/or in the same issuer as the Funds. In addition, certain Adviser Personnel may be responsible for the management and/or operations of such accounts, and those responsibilities may take away from the time such persons can spend on the activities of the Adviser (and, indirectly, the Funds). Principal Transactions Section 206 of the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and its clients, on the other hand. Generally, if an adviser (or an affiliate) purchases a security from or sells a security to a client, the adviser must disclose the terms of the transaction to the client and obtain the consent of the client prior to engaging in the principal transaction. In connection with the Adviser’s management of the Funds, the Adviser, and/or its -90-

affiliates expect, from time to time, to engage in principal transactions in certain instances. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions. In connection therewith, the Adviser will make any disclosures required by Section 206 to the applicable Fund regarding any proposed principal transaction and obtain any required prior consent before executing a principal transaction (which consent may, in the case of certain Funds, take the form of preclearance for transactions occurring in installments). Cross Transactions A cross transaction generally refers to a transaction where one Fund or client managed by the Adviser seeks to acquire an investment that another Fund or client managed by the Adviser seeks to sell. Cross transactions have the potential to create conflicts of interest because a Fund or client managed by the Adviser is on both sides of the transaction. The Adviser reserves the right to on occasion purchase a security or securities for one Fund or client managed by the Adviser (which, for purposes of this sentence, includes Portfolio Company Advisers and their clients) at the same time as a sale of the same security or securities for another Fund or client managed by the Adviser or may effect cross transactions between Funds or clients managed by the Adviser. Depending on the transaction structure, these transactions may disproportionately benefit the purchasing, selling, or merging Fund (or the Adviser as a result of its interests in a particular Fund), and one Fund may incur expenses or forego gains that would have been obtained had it not entered into such transaction. For example, the Adviser may be incentivized to support a less successful portfolio company of an older Fund by causing a newer Fund with a longer remaining term and investment period to purchase a part or all of such portfolio company in order to provide the Adviser additional time to potentially manage it to a successful exit and increase the likelihood of the Adviser or an affiliate receiving Incentive Allocation. Conversely, the Adviser may be incentivized to sell an attractive investment in an older Fund to a newer Fund to increase the amount of fees received by the Adviser or an affiliate with respect to such an investment. Determining the valuation or other terms of such transactions may also create a conflict of interest due to the Adviser’s consideration of the particular terms (including the fee terms) of the Funds and the Adviser’s interest in such Funds. Such acquisition or merger may result in the acquiring entity purchasing a Fund’s portfolio company at a valuation that is (1) not the highest price than could have been obtained in the market had there been a robust sales process with multiple thirdparty bidders, or (2) higher than the value of the company resulting in an overvaluation. Under certain circumstances, the Adviser may wish to reduce the investment of one or more Funds in an investment and increase the investment of other Fund(s) in such investment, and may, therefore, effect such transactions by directing the transfer of such investment between such Funds or through any other transaction structure (for example, distribution of portfolio company interests from one Fund and contribution of such interests to another Fund). Any costs, fees, and expenses associated with any such transaction will be borne by such Funds in accordance with such Funds’ Governing Documents and to the extent not addressed in the applicable Governing Documents, based on an allocation that the Adviser deems in good faith to be fair and reasonable.

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Continuation Transactions From time to time the Adviser may determine that it is in the best interest of a Fund holding the investment (the “Selling Fund”) to transact with another Fund (the “Purchasing Fund”) in order to provide the Selling Fund’s investors with an option to either (1) receive cash proceeds from the Selling Fund’s sale or transfer of such portfolio company, and/or (2) “roll” (i.e., retain) their interest in such portfolio company. These types of transactions are often referred to as “continuation transactions.” In connection with such continuation transactions, the Adviser may require the investors in the Purchasing Fund to make an additional investment in a Fund or commit to invest in a future Fund. In addition to those conflicts of interest described above under “Cross Transactions,” conflicts of interest arise in these continuation transactions because: (1) the Adviser and its affiliates are charging investors in the Purchasing Fund an Advisory Fee and Incentive Allocation (which economics are likely to be different than the Selling Fund) and the transactions have the potential to result in the receipt of additional Advisory Fees and Incentive Allocation by the Adviser and its affiliates; (2) the Adviser and Adviser Personnel are expected to have the ability to make material investments in the Purchasing Fund, which, if exercised, may cause them to take actions that benefit the Purchasing Fund; (3) the Adviser is actively involved in negotiating the terms of the sale on behalf of the Selling Fund, on the one hand, and the Purchasing Fund, on the other hand (including the determination of the transaction sale price and the allocation of expenses incurred in the transaction); (4) of the requirement for an investor in the Purchasing Fund to make an investment in a Fund or a commitment to invest in a future Fund; and/or (5) such transactions may provide the Adviser and its affiliates an opportunity to build valuable and/or strategic relationships with actual or potential investors in a Fund and/or a future Fund which (a) incentivizes the Adviser to favor such investors because of the potential for the Adviser and its affiliates to earn additional Advisory Fees with respect to any such investment or commitment to invest, and (b) could affect the price such investors offer to purchase the asset from the Selling Fund. In connection with a continuation transaction, the Adviser will have no obligation to engage in any third-party sale or public offering process for such portfolio investment prior to the continuation transaction or obtain any independent third-party valuation. In addition, the Adviser may determine to share valuation information with investors in the Purchasing Fund, which would provide such investors with more information than a typical buyer of a Fund’s portfolio investments. The Adviser will also provide information to potential investors in the Purchasing Fund regarding the portfolio investment, the proposed transaction, and other matters and may provide less information to the Selling Fund’s investors. There is also a risk that the Adviser’s valuation of a portfolio investment at the time of the continuation transaction could underestimate the actual value of the portfolio investment, or that the Adviser will agree to transfer the portfolio investment at a price lower than its historical valuation, thereby reducing the returns to investors who do not participate in the continuation transaction. The Adviser faces conflicts of interest in determining portfolio investment valuations, the price at which the continuation transaction takes place, and what information is shared with particular investors. Additionally, conflicts of interest arise in continuation transactions as a result of the allocation of fees and expenses, because fees and expenses will be incurred in connection with the transaction, and the Adviser might determine to allocate bankers’ fees and certain other fees and expenses solely to selling investors and not to -92-

the “rolling investors” or “new investors” in the Purchasing Fund or vice versa. In the event that a Fund proposes to sell any assets in a continuation transaction and that sale fails to close for any reason, the Fund would typically bear the Dead Deal Costs relating to the proposed transaction, including, without limitation, the costs of forming and marketing the continuation vehicle, as well as fees for services that would only have accrued to the benefit of certain subsets of Fund investors, such as where applicable, those electing to continue their participation, if the transaction had closed. Such amounts will under certain circumstances also include expenses that would have been attributable to Funds that were expected to participate in the continuation transaction that did not ultimately close. To the extent that another Fund or other vehicle sponsored by the Adviser or its affiliates considers participating in a continuation transaction alongside a Fund, but ultimately does not participate, the Fund is expected to bear the expenses that would otherwise have been borne by the Fund or vehicle that opted out of the transaction. The allocation of continuation transaction expenses raises conflicts of interest, as described in “Allocation of Expenses.” The Fund is expected to bear such amounts irrespective of whether the Fund’s advisory committee or limited partners, as applicable, has provided prior consent to the transaction and/or any such expense arrangements. To the extent not addressed in a Fund’s Governing Documents, the Adviser will address conflicts of interest that arise in connection with continuation transactions as set forth above under “Cross Transactions.” Warehousing Investments are from time to time, in whole or in part, warehoused in one Fund for the benefit of one or more other Funds. If the investment is not ultimately consummated by such other Fund, the warehousing Fund would end up holding a larger portion of the investment than it otherwise expected or desired to hold. The risk of an investment not being consummated generally would increase in the event an investment decreases in value during the warehousing period, potentially requiring the warehousing Fund to bear the losses in connection with the investment. The Adviser (or, in certain circumstances, the applicable sub-adviser) typically determines the cost of the investment in its sole discretion, taking into account its cost to the relevant Fund, the cost of capital and other factors, and may not charge such other Fund or investment vehicle an amount that accurately reflects any appreciation in the value of the investment or appropriately compensates the warehousing Fund for the costs and risks incurred during the holding period. Conflicts With Respect to Purchases and Sales Funds (which, for purposes of this section, includes clients of the Portfolio Company Advisers) are permitted to invest in (or purchases debt or equity securities from) an entity in conjunction with an investment being made by other Funds or in a transaction in which another Fund has already made a previous investment. Conflicts will likely arise in connection with such investments. Investment opportunities may be appropriate for Funds and certain other Funds at the same, whether in different or overlapping levels of a portfolio company’s capital structure. Conflicts may arise in determining the terms of investments, particularly where these other Funds may invest in different types of securities in a single portfolio company. Questions may arise subsequently as to whether payment obligations, covenants, and claims should be enforced, modified, or waived, whether payments should be accelerated, or whether debt should be refinanced or restructured. Decisions about what action should be taken in a troubled situation, -93-

including whether or not to enforce claims or bring litigation against a portfolio company, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any work-out or restructuring or other concessions that may be given in such a situation raises conflicts of interest, and the Adviser may be incentivized to choose a course of action that benefits one Fund to the detriment of another Fund. In addition, because different legal rights are associated with debt and equity investments, a conflict of interest arises in respect to the advice given to, and the actions taken on behalf of, a debt-holding Fund versus an equity-holding Fund. These conflicts also present themselves with respect to investment activity of Adviser Personnel, who at times will invest in different or overlapping levels of a portfolio investment’s capital structure. Please refer to “Conflicts Relating to the Adviser” for additional disclosures. In the event that one Fund has a controlling or significantly influential position in a portfolio company, it will have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling Fund is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may, at times, be in direct conflict with other Funds and/or clients of the Adviser’s affiliate that have invested in the same portfolio company that do not have the same level of control or influence over the portfolio company. Certain Funds invest in debt and securities of companies in which other Funds hold securities, including equity securities. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals and other interests with respect to a portfolio company. In the event that such investments are made by a Fund, the interests of such Fund will at times be in conflict with the interest of such other Fund, particularly in circumstances where the underlying company is facing financial distress. In such instances, it may be in the best interest of the Fund, where holding debt securities, to declare a default, accelerate a loan or take other protective actions, while such actions would harm another Fund’s equity investment in the portfolio company. The involvement of such Funds at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, Funds are likely to be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest. If additional capital is necessary as a result of financial or other difficulties of a portfolio company, or to finance growth or other opportunities, the Funds may or may not provide such additional capital, and if provided each Fund will supply such additional capital in such amounts, if any, as determined by the Adviser. In the event one Fund is unable to fund its share of additional capital (e.g., in the event such Fund does not have sufficient available capital), the other Fund may be obligated to fund more than its share of such amount. In such event, one Fund will gain greater exposure to such investment than may have been intended and the other Fund will be diluted in such investment. The returns of each Fund may be negatively impacted as a result of the foregoing. Investments by more than one Fund in a portfolio company raises the risk of using assets of a Fund to support positions taken by other Funds, or that a Fund may remain passive in a situation in which it is entitled to vote. There may be differences in timing of entry into, or exit from, a portfolio company for reasons -94-

such as differences in strategy, existing portfolio, or liquidity needs. In addition, where more than one Fund invests in the same portfolio company, there can be no assurance that such parties will dispose of investments at the same time or on the same terms. For example, because the Adviser has an incentive to show realized returns in connection with other fundraising activities (including fundraising for a successor fund) or because one Fund’s term may expire before the end of another Fund’s term, such Funds may dispose of the investment at different times. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, each Fund may realize different returns as compared to the same investment held by another Fund. These variations in timing may be detrimental to a Fund. At the same time, if the Adviser determines it is advisable for a Fund to exit an investment at the same time as another Fund, the term of which may expire sooner than the former Fund’s, such Fund may dispose of its interest earlier than it ordinarily would have and may, as a result, experience lower returns than it otherwise may have earned on such investments. In addition, investors may receive different consideration (for instance, investors in a Fund may receive cash whereas investors in another Fund may be provided the opportunity to receive distributions in-kind) which may impact the realized return ultimately received by a Fund. Finally, in certain circumstances, if more than one Fund is participating in an investment, a Fund may bear more than its pro rata share of expenses relating to such investment if another Fund or Funds does not have the resources to bear such expenses (including, for instance, as a result of insufficient reserves and/or the inability to call capital to cover such expenses). In such circumstances described above, the Adviser could take steps to reduce the potential conflicts of interest between the Funds, including causing a Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Fund may divest itself of an asset it otherwise may have retained, the Adviser may establish information barriers, certain matters may be referred to an advisory committee or a third party, or a Fund may only invest in securities that seeks to align the interests with other investing Funds). Any such steps could have the effect of benefiting a Fund or the Adviser at the expense of another Fund. The application of the requirements in a Fund’s Governing Documents and the Adviser’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies in the manner in which potential or actual conflicts are addressed. Also, given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to a Fund. Adviser Personnel and other related persons of the Adviser and its affiliates have made and expect in the future to make capital investments in or alongside certain Funds. These investments are often at different times or in nonpro rata amounts, or in different classes or levels of the capital structure. Such persons therefore have additional conflicting interests in connection with these investments. In addition, the Funds may from time to time invest in securities of companies in which Adviser Personnel, other related persons of the Adviser and their affiliates have previously invested for their own accounts. Furthermore, Adviser Personnel and other related persons of the Adviser and its affiliates (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles, family offices, and other -95-

estate planning vehicles), from time to time invest for their own accounts in securities of companies in which the Funds have previously invested. While the interests of the Adviser Personnel generally align the interest of such persons with the Funds, such persons may have differing interests from the Fund with respect to such investments (for example, with respect to the availability and timing of liquidity), creating conflicts of interest. The potential exists for personal securities transactions by Adviser Personnel, including those that have pre-cleared or approved in advance, to generate significantly higher investment returns to such personnel than a Fund’s investment transactions generate for their own investors. There can be no assurance that the return of a Fund participating in a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. A Fund may invest in opportunities that other Funds have declined, and likewise a Fund may decline to invest in opportunities in which other Funds have invested. Sales of Fund Investments to Investors or Co-Investors From time to time the Adviser may, in its discretion, enter into transactions with investors in one or more Funds, prospective investors in a Fund, co-investors, Adviser Investors or Third Parties to dispose of, or “sell down,” all or a portion of certain investments or assets held by one or more Funds. In exercising its discretion to select the purchaser(s) of such investments or assets, the Adviser will comply with the requirements set forth in the Governing Documents of the applicable Fund(s), or to the extent not addressed in the Governing Documents of the applicable Fund(s), the Adviser will consider any factors it deems relevant in its sole discretion. The sales price for such transactions will be mutually agreed to by the Adviser and such purchaser(s); however, determinations of sales prices involve a significant degree of judgment by the Adviser. Although the Adviser is not obligated to solicit competitive third-party bids for such sales transactions, receive a third-party valuation, obtain a fairness opinion, obtain advisory board approval or to seek the highest available price, which means the Adviser may not obtain the highest price for the transaction, it will first determine that such transaction is in the best interests of the applicable Fund(s), taking into account the sales price and the other terms and conditions of the transaction. Also, although the Adviser and its personnel generally do not receive or retain fees or commissions in connection with such transactions involving investors in one or more Funds, prospective investors in a Fund, co-investors, Adviser Investors or Third Parties, the Adviser may do so in the future, including in circumstances where co-sponsors to a transaction receive such fees. In any such instance, fees or commissions received by the Adviser would be categorized as an Other Fee as described above. There can be no assurance, in light of the performance of the investment following such a transaction, that such transaction will ultimately prove to be the most profitable or advantageous course of action for the applicable Fund(s). Any such transactions will comply with the Governing Documents of the applicable Fund(s). A Fund may sell down (and has, in certain situations, sold down) an interest in its portfolio companies to co-investors. Subject to the applicable Governing Documents, the Adviser is permitted to charge (or to decide not to charge) a co-investor (such as a Fund investor, an Adviser Investor or Third Party) interest or similar costs for the time period between the closing of the applicable Fund’s investment in a portfolio company to the date of the transfer of interests in such portfolio company to the applicable co-investor. -96-

The Funds, from time to time, may co-invest with Third Parties through partnerships, joint ventures, or other similar entities or arrangements. These investments may involve risks and conflicts that would not otherwise be present in investments where a Third Party is not involved. Such risks include, among other things, the possibility that the Third Party may have different economic or business goals than those of the Fund, or that the Third Party may be in a position to take actions that are inconsistent with the investment objectives of the Funds. There may also be instances where the Funds will be liable for the actions of such Third-Party co-investors. There can be no assurance that the return of a Fund participating in a transaction with a Third Party would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. Secondary Transactions From time to time, the Adviser may propose to a Fund’s advisory committee or all investors in a Fund one or more transactions that would enable such investors in the Fund to monetize or restructure all or a portion of their interests in the Fund, including through the use of a continuation vehicle (each such transaction, a “Secondary Transaction”). See “Continuation Vehicles” above. The sale of an investment to a continuation vehicle could result in certain investors, the general partner and/or members of the Adviser (including employees and affiliates) disposing of their investments in the underlying assets at a different time than some or all investors of such Fund and otherwise taking actions with respect to such investments that are different than the actions taken by other investors. The Adviser could be subject to other conflicts of interests in connection with a Secondary Transaction, including with respect to investment valuations, allocation of fees and expenses and the offering of investment opportunities to the Funds and co-investors. The Adviser is permitted to seek the consent of the relevant advisory committee(s) to approve conflicts associated with such transactions and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Fund investments, to the extent such transactions are not consummated, the relevant Fund is expected to bear as unconsummated deal expenses all the related costs in the absence of an agreement with other parties to bear a portion of such costs. Management of the Funds The Adviser manages a number of Funds that have investment objectives similar to each other. The Adviser expects that it, its personnel or a Portfolio Company Adviser will in the future establish one or more additional investment funds with investment objectives substantially similar to those of the current Funds. Allocation of available investment opportunities between the Funds and any such investment fund could give rise to conflicts of interest. See “Allocation of Investment and Co-Investment Opportunities; Related Conflicts” above. The Adviser expects, in certain circumstances, to give advice or take actions with respect to the investments of one or more Funds that is not given or taken with respect to other Funds with similar investment programs, objectives or strategies. As a result, the Adviser does not expect that Funds with similar strategies will hold the same securities or achieve the same performance. In addition, a Fund may not be able to invest through the same investment vehicles or have access to similar credit or utilize similar investment strategies as another Fund. These differences will generally result in variations with respect to -97-

price, leverage, and associated costs of a particular investment opportunity. In addition, it is expected that Adviser Personnel responsible for managing a particular Fund will have responsibilities with respect to other Funds managed by the Adviser, including, but not limited to, funds raised in the future or to proprietary investments made by the Adviser and/or its principals of the type made by a Fund. Conflicts of interest arise in allocating time, services, or functions of these Adviser Personnel. Adviser Personnel have an incentive to allocate more time, services, or functions to Funds from which such personnel derive a higher economic benefit and/or better-performing Funds. The Adviser is permitted to consider and reject an investment opportunity on behalf of one Fund, and, in such instances, the Adviser or an affiliate of the Adviser may subsequently determine to have another Fund or fund of the Adviser’s affiliate make an investment in the same company. A conflict of interest arises because one fund will, in such circumstances, benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Fund considering the investment. In such circumstances, the benefitting Fund(s) will generally not be required to reimburse the original Fund for expenses incurred in connection with researching such investment. In addition, the Adviser may consider an investment opportunity for one Fund and then subsequently determine to have another Fund (or fund advised by the Adviser’s affiliates) make the investment. In making any such reallocation determination, the Adviser will consider a variety of factors, including those set forth above under “Allocation of Investment and Co-Investment Opportunities; Related Conflicts.” Conflicts of interest arise in connection with such a reallocation, including those set forth above under “Allocation of Investment and Co-Investment Opportunities; Related Conflicts.” In addition, a conflict of interest exists because the investing Fund will benefit from the initial evaluation, investigation, and due diligence undertaken by the Adviser on behalf of the original Fund for which the investment was initially considered. In certain cases, such reallocation determination can be expected to occur after a significant period of time has passed and the Fund to which the investment was originally allocated has incurred substantial out-of-pocket expenses in connection with evaluating, investigating, and conducting diligence on such investment. The investing Fund typically will not be required to reimburse the original Fund for such expenses. In the event that the investing Fund does reimburse the original Fund for outof-pocket expenses incurred in connection with evaluating, investigating, and conducting diligence on such investment, the investing Fund typically will not pay interest on any such amounts reimbursed to the original Fund. Alternatively, if the investing Fund does pay interest on such amounts to the initial Fund, there can be no assurance any such interest will be paid over at the same time as such reimbursement or that the amount of such interest will be sufficient to compensate the original Fund for the time since it deployed capital to pay such expenses. The Adviser experiences conflicts of interest in connection with causing one Fund to incur expenses that may ultimately benefit another Fund (or fund advised by its affiliate), and similarly experiences conflicts of interest in determining the need for, calculating the amount of, and effecting any such reimbursement, as such arrangements may involve the discharge of a liability that one Fund (or fund of the Adviser’s affiliate) owes to another Fund, and in all such cases these determinations, calculations, and terms are not arm’s length arrangements and there can be no assurance that the allocation of such expenses is in the best interest of the Funds. There can be no -98-

assurance that the amounts reimbursed to the original Fund will be commensurate with the benefit received by the investing Fund. In connection with evaluating a potential investment that is not consummated a Fund will incur Dead Deal Costs. Although the Adviser does not expect this to be the case, Dead Deal Costs could be rolled forward and capitalized into the following subsequent consummated transaction. In such cases, another Fund and new co-investors may participate with the original Fund in the subsequent consummated transaction. Although the Adviser does not expect this to be the case, in this instance, the other Fund (and/or new co-investors) that were not participating in the unconsummated transaction may be responsible for bearing a portion of Dead Deal Costs incurred by the original Fund. The Adviser receives and/or generates various kinds of portfolio company data and other information, including related to or created in connection with financial, industry, market, business operations, trends, budgets, plans, suppliers, employees, contractors, customers, suppliers, competitors, ESG and other metrics, financial information, commercial and transactional information, user data, cost data and related data or information, some of which is sometimes referred to as “big data.” This information may, in certain instances, include confidential and/or sensitive information received or generated in connection with efforts on behalf of one Fund’s investment (or prospective investment) in a portfolio company. As a result, the Adviser is better able to anticipate macroeconomic and other trends and financial opportunities, enhance and improve operations of portfolio companies and otherwise develop investment strategies or identify specific investment or business opportunities. The Adviser also intends to utilize such data for purposes of identifying new investment opportunities or analyzing existing investments for the Funds. Information from a portfolio company owned by a Fund may enable the Adviser to better understand a particular industry, enhance the Adviser’s ability to provide advice or direction to another portfolio company’s management team on strategy or operations and develop and execute investment strategies in reliance on that understanding for the Adviser and other Funds that do not own an interest in such portfolio company, without compensation or benefit to such Fund or its portfolio companies. Further, data is expected to be aggregated across the Funds and their respective portfolio companies and, in connection therewith, the Adviser is expected to serve as the repository for such data, including with ownership, use and distribution rights therein. The Adviser may also share data from a portfolio company of one Fund with a portfolio entity of another Fund, which may increase a competitive disadvantage for, and indirectly harm, such portfolio company. Portfolio companies may incur incremental expenses in collecting and organizing information requested or required to be furnished to the Adviser (which expenses are indirectly borne by the Funds). The Adviser has in the past entered into, and is likely in the future to enter into, information sharing and confidentiality arrangements with portfolio companies and other sources of information that may limit the internal distribution and use of such data. The Adviser has already used and is likely in the future in certain instances to use this information in a manner that may provide a material benefit to the Adviser, its affiliates, or to certain other Funds without compensating or otherwise benefitting the Fund or Funds from which such information was obtained. In addition, the Adviser may have an incentive to pursue investments in portfolio companies based on the data and information expected to be received or generated. Furthermore, except for (1) contractual obligations to third parties to maintain confidentiality of certain information or otherwise limit the scope and purpose of its use of distribution, (2) policies, -99-

practices and procedures designed to ensure confidentiality of trade secrets, and (3) compliance with applicable data privacy laws, laws prohibiting insider trading, anti-competition laws and laws protecting national security interests, the Adviser is generally free to use data and information from a Fund’s activities in its sole discretion for the benefit of the Adviser and other Funds. The sharing and use of “big data” and other information present potential conflicts of interest and any benefits received by the Adviser or its personnel will not be subject to the Advisory Fee offset provisions or otherwise shared with a Fund or its investors. The Adviser has in the past utilized and is likely in the future to utilize such information to benefit the Adviser, its Affiliates and/or certain Funds. Under certain circumstances, the Adviser will from time to time enter into formal or informal arrangements with portfolio investments to facilitate the sharing of data and/or data analytics. Subject to applicable legal, regulatory, and contractual requirements, these information sharing arrangements are designed to allow the Adviser, the Funds and the Funds’ portfolio companies to better discern economic or other trends and developments. The Adviser believes that all Funds benefit from these arrangements in ways that would be impossible without the ability to aggregate data from across the Adviser’s businesses and the Funds’ portfolio companies. However, information sharing may involve conflicts of interest between the Funds and/or between the Funds and the Adviser. For example, data analytics based on inputs from one portfolio company may inform business decisions by other portfolio investments, or investment decisions by the Adviser and its affiliates, without the source of the data being directly compensated. It is difficult, if not impossible, to measure exactly the benefits any particular entity receives from these kinds of arrangements, or to provide specific and direct monetary compensation for such information. In addition, the Adviser and its affiliates will under certain circumstances utilize such data outside of Fund activities in a manner that provides a material benefit to the Adviser, without directly compensating or otherwise benefiting the Funds. As a result, the Adviser may have an incentive to pursue investments (on its own behalf or on behalf of the Funds) based on the data that may be accessible as a result of owning such investments, and/or to utilize such data in a manner that benefits the Adviser and/or investments held by other Funds. The Funds may enter into borrowing arrangements that require the Funds to be jointly and severally liable for the obligations. If one Fund defaults on such arrangement, the other Funds will be held responsible for the defaulted amount. Conflicts Relating to Other Portfolio Company Advisers and Their Clients The Adviser has in the past and reserves the right to in the future cause the Opportunity Fund to acquire (directly or indirectly) Portfolio Company Advisers. These other Portfolio Company Advisers may be held directly by the Opportunity Fund or by a Holding Company (see the discussion of Holding Companies below in “Other Potential Conflicts” for additional information). In either case, such Portfolio Company Adviser’s expenses (including compensation for their respective personnel, certain entertainment, meals and travel expenses, which have historically, and may in the future, include expenses for chartered or first class travel incurred by such parties or reimbursement of the payment by such parties for payments made to their employees, consultants, and/or operating executives and may include equity incentives and/or coinvestment rights) will be indirectly borne by the Opportunity Fund. The compensation received by investment personnel employed by Portfolio Company Advisers is expected to be significant and, despite the fact that such personnel provide investment advisory services, is indirectly borne -100-

by the Opportunity Fund (as opposed to the Adviser). In certain cases, the Adviser will bear such expenses directly and subsequently be reimbursed by the Portfolio Company Adviser. In addition, in the event the Opportunity Fund is an investor in one or more investment vehicles of the Portfolio Company Adviser, the Opportunity Fund will also bear any expenses allocated by such Portfolio Company Adviser to such investment vehicle in accordance with its respective governing documents. As the Adviser earns Advisory Fees and Incentive Allocation from the Opportunity Fund, and the Opportunity Fund in turn indirectly benefits from any similar advisory fees and/or incentive allocation payable to the Portfolio Company Advisers by their respective clients, the Adviser will benefit from the assets and gains of such Portfolio Company Advisers and their clients, but is not expected to directly bear any expenses of such Portfolio Company Advisers. In addition, certain of the Adviser Personnel as well as the Adviser’s operating partners, operating executives, strategic partners, and other outside investors are clients of and/or invest (directly or indirectly) in funds managed by Portfolio Company Advisers. As a result, there is a conflict of interest with such arrangements that such investments adviser could give Adviser Personnel more favorable terms relating to their investments. In certain instances, investments by such persons are in fact on a reduced fee and/or carry basis, and such investors may receive other preferential terms. Follow-On Investments Investments to finance follow-on acquisitions present potential conflicts of interest, including determination of the equity component and other terms of the new financing as well as the allocation of the investment opportunities in the case of follow-on acquisitions by one Fund (which, for purposes of this paragraph, includes Portfolio Company Advisers and their clients) in a portfolio company in which another Fund has previously invested. In addition, a Fund may participate in re-leveraging and recapitalization transactions involving portfolio companies in which a predecessor Fund has already invested or will invest, which may result in significant dilution to the investment by the predecessor Fund. Conflicts of interest arise, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Furthermore, a conflict of interest also arises because a Fund that participates in a follow-on investment in a portfolio company held by another Fund will benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Fund and from operational or other information about such portfolio company acquired from the original Fund’s ownership of interests in the portfolio company. In such circumstances, such benefitting Fund or Funds will not be required to reimburse the original Fund for expenses incurred in connection with researching such investment. An investment by a Fund in a portfolio company in which another Fund invests at a later stage may be made at a higher or lower valuation than the investment in such portfolio company by such other Fund and an investment by one or more other Funds in any such portfolio company may dilute the original Fund’s interest in such portfolio company. Additionally, the Adviser at times will make a follow-on investment in a portfolio investment because such follow-on investment protects the rights given to the investing Fund (or another -101-

Fund) previously or for reputational or strategic reasons, even when such follow-on investment’s valuation has decreased since the original investment. These reputational benefits and protections will, from time to time, benefit and/or accrue to other Funds and/or the Adviser at the expense of the current Fund(s) investing in such follow-on investment. Investor Information Disparities Due in part to the fact that potential investors in a Fund (as well as potential investors in a CoInvestment Fund or potential purchasers of a limited partner’s interest in a Secondary Transaction) often ask different questions and request different information, the Adviser may provide certain information to one or more prospective investors that it does not provide to all the prospective investors or limited partners. In addition, as noted above, the Adviser has in certain instances entered into economic and/or other fee sharing arrangements with respect to one or more Funds and/or certain limited partners thereof, the rights of which will not generally be made available to other limited partners, which may result in such limited partners receiving greater or different information regarding the Adviser. In addition, the Adviser may establish separate accounts with portfolios materially similar to those of one or more Funds. Consequently, the relevant separate account client may have access to information about such portfolio holdings before investors in such Fund. Conflicts Relating to the Adviser The Adviser is permitted, in its discretion, to contract with any related person of the Adviser (including but not limited to a portfolio company of a Fund) to perform services for the Adviser in connection with its provision of services to the Funds (which, for purposes of this section, includes Portfolio Company Advisers and their clients). When engaging a related person to provide such services, the Adviser has an incentive to recommend the related person even if another person may be more qualified to provide the applicable services and/or can provide such services at a lesser cost. A number of factors, including the particular relationship with a service provider and the nature of its services (which may be specialized or customized to meet the needs of the Adviser and its Funds and portfolio companies in ways that other providers may not offer), could result in such service provider’s fees, costs, and expenses not always being comparable to those charged for such services by other third parties and, consequently, there may be limited or no cost savings from the retention of such service provider. The Adviser retains its discretion to select the service provider for any services to be provided to the Funds after considering the factors that the Adviser deems relevant, which could include price, quality of service, and/or the ability of a service provider to meet the Adviser’s specific requirements, and the Adviser will not have an obligation to evaluate alternative providers or to compare pricing for such service provider’s services. In addition, the Adviser generally may, in its discretion, recommend to a Fund or to a portfolio company thereof (in response to a solicitation for a recommendation or otherwise) that it contract for services with certain service providers, and from time to time such service providers will include: (1) the Adviser or a related person of the Adviser (including but not limited to a portfolio company of a Fund); (2) an entity with which the Adviser or its affiliates or a member of their personnel has a relationship or from which the Adviser or its affiliates or their personnel otherwise derives financial or other benefit, including relationships with joint venturers or co-venturers, or -102-

relationships where Adviser Personnel are seconded, or from which Adviser receives secondees; (3) certain limited partners or their affiliates; or (4) one or more portfolio companies. When making such a recommendation, the Adviser, because of its financial or other business interest, has an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. It is possible that the Adviser, in its sole discretion, later determines that a company is a suitable investment for a Fund due to developments with respect to the securities, or a Fund’s portfolio or, subject to the terms of the Governing Documents, changes to the Adviser’s investment approach. In such a circumstance, a Fund may invest in the company even though Adviser Personnel already hold interests in it, and, subject to the Adviser’s pre-clearance policy, Adviser Personnel will be permitted to buy additional interests, maintain their interests, either concurrently or subsequently, even if such investment limits a Fund’s desired allocation, or sell their interests, in each case without regard to the actions of a Fund. Adviser Personnel holding an investment for their own account in a portfolio company that is later determined to be suitable or appropriate for a Fund may also participate in making such determination and may and frequently will be involved in recommending the investment to a Fund. This presents various actual and potential conflicts of interest, including, without limitation, because the Adviser Personnel would have independent financial, relationship-driven, or other interests in causing a Fund to invest in that opportunity (potentially at a higher price or with worse terms than in the absence of such conflicts), and the Adviser Personnel’s investment or relationships may be enhanced as a result of such Fund’s investment. The Adviser, its affiliates, and equity holders, officers, principals, and personnel of the Adviser and its affiliates may buy or sell securities or other instruments that the Adviser has recommended to Funds. Adviser Personnel may also buy securities in transactions offered to but rejected by Funds. A conflict of interest may arise because such investing Adviser personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by the Adviser on behalf of the Fund. In such circumstances, the investing Adviser Personnel will not share or reimburse the relevant Fund(s) and/or the Adviser for any expenses incurred in connection with the investment opportunity. In addition, Adviser Personnel may also buy securities and hold interests as passive investors in other investment vehicles (including private equity funds, venture capital funds, hedge funds, real estate funds and other similar investment vehicles) which may include potential competitors of the Funds and/or counterparties to transactions with the Funds, and/or which may invest in similar industries and sectors as the Funds (including investments for purposes of sourcing future investments). Such Adviser Personnel have a conflict of interest with respect to their personal investment holdings. There could be situations in which such investment vehicles invest in the same portfolio companies as the Funds or the Adviser and there could be situations in which such investment vehicle purchases securities from, or sells securities to, a Fund. In the event Adviser Personnel make an investment with the intent to source future investments for a Fund, there is a greater likelihood that the Fund will make investments in the same portfolio companies in which Adviser Personnel hold an interest as described above. The transactions described above are subject to the policies and procedures set forth in the Adviser’s Code of Ethics and investors will not benefit from any such investments. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Funds. Such personnel may be incentivized to cause a Fund to act in a manner that benefits such other investment vehicles and -103-

indirectly, themselves as investors in such investment vehicles. Please see “Allocation of Investment and Co-Investment Opportunities; Related Conflicts” above for additional information relating to how allocations of investment opportunities are generally addressed by the Adviser. Because certain expenses are paid for by Funds and/or portfolio companies or, if incurred by the Adviser, are reimbursed by a Fund and/or its portfolio companies, the Adviser may not necessarily seek out the lowest cost options when incurring (or causing a Fund or portfolio companies to incur) such expenses, which could result in lower returns to investors. Although the Adviser generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending service providers. Adviser Personnel are themselves and/or have family members that are actively involved in industries and sectors in which the Funds invest or have business, personal, financial or other relationships with companies in such industries and sectors (including service providers described below) or other industries, which gives rise to conflicts of interest. For example, such personnel or family members might be officers, directors, personnel or owners of companies which are actual or potential investments of the Funds or other counterparties of the Funds and the portfolio companies. Moreover, in certain instances, the Funds or the portfolio companies may purchase or sell companies or assets from, or to, or otherwise transact with companies, that are owned by such personnel or family members or in respect of which such personnel or family members have other involvement. The fees for services provided by such service providers may or may not be at the same rate charged by other third-party service providers and the Adviser is not required to select service providers who may have lower rates (or to engage in any benchmarking of such fees). In most such circumstances, the Funds’ organizational documents will not preclude Funds from undertaking any of these investment activities or transactions. From time to time, Adviser Personnel may invest in funds or other entities managed by limited partners of a Fund, which could incentivize such Adviser Personnel to afford the limited partner preferential or favored treatment, such as, for example, increased access to co-investment opportunities, and could create conflicts of interest to the extent such other funds compete with a Fund for investment opportunities or invest in competing portfolio companies. The General Partner of a Fund may, in its discretion, under certain circumstances elect to increase its commitment to such Fund prior to the final close of the Fund, without the consent of the limited partners. Any increased commitment by the General Partner will dilute the interests of the limited partners. Although the General Partner will pay interest in respect of prior capital contributions in the same manner as is paid by the limited partners, the General Partner has information about the Fund’s investments, including regarding their valuation and performance expectations, which the limited partners do not have, and that information may inform its decision whether to increase its capital commitment. Therefore, the General Partner has a conflict of interest in deciding to increase its subscription because a decision to increase its subscription may result in the General Partner receiving value that would have otherwise benefitted limited partners.

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Other Private Equity Vehicles Certain of the Adviser Personnel as well as the Adviser’s operating partners, operating executives and strategic partners invest (directly or indirectly) in other private equity investment vehicles (including single investor-co-investments) managed by other advisers. In some cases, the Adviser, its affiliates or the Funds may purchase portfolio companies that are owned by such other investment vehicles, which may indirectly benefit any such Adviser Personnel or operating partners, operating executives and strategic partners. Fee Structure The Adviser faces conflicts of interest when its Advisory Fee is based on invested capital. Specifically, because, for certain Funds, Advisory Fees are payable through liquidation of the Funds and there is a fixed investment period after which capital from investors in the Funds may only be drawn down in limited circumstances and because Advisory Fees are, at certain times during the life of the Funds, based upon capital invested by the Funds, this fee structure creates an incentive to defer the realization of investments and/or deploy capital when the Adviser would not otherwise have done so. In addition, the valuation of partially realized or unrealized investments from time to time may be zero or close to zero. Because the Advisory Fee, at certain times during the life of certain Funds, payable to the Adviser is based on capital invested by such Funds relative to such investments, in such instances the Advisory Fee paid with respect to such investment will be higher than if the Advisory Fee payable were based on the fair value of such investment. Also, invested capital may include the value of capitalized Transaction Fees and other fees, expenses, and costs, including such capitalized fees, expenses, and costs payable or reimbursable to the Adviser and its affiliates. The Adviser and its affiliates are incentivized to have such amounts be capitalized into the cost of a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Advisory Fees will be calculated. The Advisory Fee is also subject to reduction for certain realization events. It may not always be clear what constitutes a “realization event,” particularly in connection with dividend distributions, distributions made in connection with recapitalizations, and similar distributions (collectively, “Recap Distributions”). The Adviser evaluates several criteria in determining whether to classify a Recap Distribution as a realization event in its sole discretion. There can be no assurance that an investment, in hindsight, should have been determined to have had a realization event as a result of a Recap Distribution. In addition, where the Governing Documents do not require Advisory Fees to be reduced in connection with partial sales or dispositions, distributions (including those arising from dividend recapitalizations), reorganizations, restructurings, roll-over investments, extraordinary dividends, or similar transactions, the Adviser is incentivized to pursue such transactions as opposed to other types of transactions, such as full dispositions, that do reduce the Advisory Fee base. Additionally, as discussed above in Item 6, the General Partners of certain Funds are entitled to Incentive Allocation under the terms of the Governing Documents of such Funds. Such General Partners are affiliates of the Adviser. The existence of the General Partners’ Incentive Allocation creates an incentive for the General Partners to cause such Funds to make more speculative -105-

investments than they would otherwise make in the absence of performance-based compensation. However, the investment made by the Adviser or its affiliates in a Fund, the clawback obligation of the General Partner (as described below) and the fact that the preferred return (as applicable) is calculated on an aggregate basis reduces the incentive to make speculative investments or otherwise time the sale of an investment in a manner motivated by the personal benefit of the Adviser’s personnel. Pursuant to the Governing Documents, the General Partner may be required to return excess amounts of Incentive Allocation as a “clawback.” This clawback obligation may create an incentive for the General Partner to defer disposition of one or more investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to the Fund or would otherwise result in a clawback situation for the General Partner. In addition, a General Partner is incentivized to hold on to investments that have poor prospects for improvement in order to receive ongoing Advisory Fees in the interim and, potentially, a more likely or larger Incentive Allocation distribution if such asset’s value appreciates in the future. This incentive is increased by the presence of the clawback obligation of a General Partner. Distributions in Kind Pursuant to the Governing Documents, a General Partner may elect to receive its Incentive Allocation in the form of an in-kind distribution of securities of a portfolio company, including for purposes of permitting one or more General Partner personnel to donate such securities to charity (which may include private foundations, fund or other charities so chosen by such personnel), while disposing of investors’ share of such securities and distributing the net cash proceeds of such sale of securities to the investors. Any tax efficiencies to such General Partner personnel associated with this form of charitable giving may have the effect of reinforcing or enhancing the General Partner’s incentives otherwise resulting from the existence of its Incentive Allocation and therefore, the General Partner may have a conflict of interest in making decisions on behalf of a Fund (including, for instance, the timing of disposition of investments). This ability creates conflicts of interest between the General Partner of a Fund and the investors because the General Partner has an incentive to cause the Fund to exit an investment at a time that may result in investors receiving a lesser return on such investment than would be the case if the General Partner was prohibited from receiving its proceeds from investments in kind (or was otherwise required to receive its share of investment proceeds in the same form as the investors). The General Partner of a Fund is particularly incentivized to receive distributions in kind of securities that it expects to increase in value, and in cases where the increase occurs, if the investors received cash distributions instead of in kind distributions, the investors will be denied the benefits of that increase had the Fund retained the securities and the General Partner will receive more value from the securities than it would have had its Incentive Allocation been distributed in cash. In the event a General Partner or its affiliates receive such a distribution, the General Partner will generally act in its own interest with respect to its share of securities and may determine to sell the distributed securities (which may include selling its securities prior to the time at which the investor sells its distributed securities), or hold on to the distributed securities for such time as the General Partner shall determine in its sole discretion. The ability of the General Partner of a Fund to act in its own interest with respect to such distributed shares creates a conflict of interest between the General -106-

Partner or its affiliates and the Fund because the General Partner’s interests may not be aligned with those of the Fund and the General Partner may determine to sell the securities received at a different time, or on different terms, than the Fund would sell its interest. These conflicts may be exacerbated due to the enhanced knowledge and information the General Partner has relative to the limited partners with respect to such securities. Fund Level Borrowing The Funds reserve the right to borrow funds or enter into other financing arrangements for various reasons from time-to-time, including to pay Fund expenses and liabilities, to pay Advisory Fees, to make or facilitate new or follow-on investments (including borrowings pending receipt of capital contributions from investors), to make payments under hedging transactions, to cover any shortfall resulting from an investor’s default or exclusion. If a Fund borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be used for all limited partners in such Fund on a pro rata basis, including the General Partner. The Funds will also utilize subscription facilities to benefit co-investment parties. For example, a Fund will borrow to fund a co-investment party’s pro rata share of an investment or expense related to an investment. While the Adviser expects that all parties participating in an investment (including a General Partner and any co-investment party) will bear their pro rata share of the interest expenses but not necessarily origination and other costs allocable to the extension of credit, a Fund will bear a disproportionate amount of the credit risk in incurring the debt on behalf of the other parties. As a result, a Fund may bear a disproportionate cost in connection with the extension of credit. In addition, because co-investment parties and a General Partner are not expected to be parties to the subscription facility, a Fund will bear a disproportionate amount of the credit risk in incurring the debt on behalf of the other parties. In addition, credit facilities for certain Funds are available to provide borrowed funds directly to the portfolio companies of such Funds, in which case such borrowed funds would be guaranteed by such Funds. In such instances the Funds would bear the sole liability for the borrowed funds in the event of a default, and as a result, such portfolio company and any of its other investors (including direct investments by the General Partner and any co-investor, including employee coinvestment vehicles) benefit from the credit risk taken by the Fund’s guarantee. To the extent a Fund uses borrowed funds in advance or in lieu of capital contributions, such Fund’s investors generally make corresponding later capital contributions, but such Fund will bear the expense of interest on such borrowed funds. As a result, such Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and generally make net IRR calculations higher than they otherwise would be without fund-level borrowing as these calculations generally depend on the amount and timing of capital contributions. The interest will accrue on any such outstanding borrowings at a lower rate than any preferred return, which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made to the relevant Fund. Thus, while such Fund will bear the expense of borrowed funds, such borrowings can also increase certain of the Advisory Fees and the Incentive Allocation received by such Fund’s General Partner or will result in such Fund’s General Partner receiving Incentive Allocation earlier than it would otherwise have by decreasing the amount of distributions from such Fund that are required to be -107-

made to Fund investors in satisfaction of any preferred return or IRR-based performance requirements (in accordance with a particular Fund’s Governing Documents). In such cases, the General Partner therefore has a conflict of interest in deciding whether to borrow funds because the General Partner may receive disproportionate benefits from such borrowings. In addition, Fund-level borrowing will result in additional partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating or terminating the facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the applicable Governing Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the relevant Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for limited partners to make contributions to a Fund, or results in short-term gains to a Fund, which in certain circumstances enhances the relevant Fund’s return calculations and thereby may be deemed to benefit the marketing efforts of the relevant general partner and its affiliates and increases the likelihood that any hurdle or preferred return component in a Fund’s carried interest arrangements will be met. Furthermore, the use of Fund-level borrowing for investment purposes are treated as investment capital for purposes of calculating a Fund’s Advisory Fee. Therefore, investors pay Advisory Fees on borrowed amounts used to fund an investment even though such amounts would not accrue a preferred return as described above. In addition, as noted in Item 8 above with respect to “Recycling/Reinvestment,” the Adviser has the right, pursuant to the Opportunity Fund’s Governing Documents, to recycle proceeds from private equity investments in an aggregate amount of up to twenty percent (20%) of the base capital commitments of the investors to the thencurrent series during the commitment period of such series and proceeds from liquid investments generally may be recycled without limitation. To the extent a subscription facility is due upon demand by a lender (such as upon an event of default or otherwise), such a demand may be issued at an inopportune time at which liquidity is generally constrained, potentially resulting in greater defaults as a result of such liquidity constraints and/or investors facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. The batching of capital calls may amplify the magnitude of potential defaults by investors as a result of there being fewer but larger capital calls. Moreover, the existence of a subscription facility may impair an investor’s ability to transfer its interest in a Fund as a result of restrictions imposed on such transfers by the lender. Conflicts of interest also have the potential to arise to the extent that financing is used to make an investment that is later sold in part to co-investors, as to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the relevant Fund nor investors generally will receive separate compensation for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. Borrowing by such Fund will -108-

generally be secured by capital commitments made by the limited partners to such Fund and/or by such Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the investors may be subordinated to such Fund-level borrowing. Moreover, tax-exempt investors should note that the use of borrowings by such Fund may cause the realization of “unrelated business taxable income.” The use of Fund-level borrowings will differ based on available credit facility capacity and contractual terms applicable to each Fund and each such credit facility. Therefore, as the subscription credit facilities utilized by the Funds may have different terms, while the Funds may be invested in the same investment, and while the valuation of such investment would be consistently determined pursuant to the relevant Governing Documents, the investment return can, in certain circumstances, differ among the Funds as a result. Relationship with NGC Capital The Adviser is presently affiliated with NGC Capital, a private equity investment of the Opportunity Fund. NGC Capital provides investment advisory services primarily in connection with direct and indirect investments in debt-related securities (including through total returns swaps and derivative instruments tied to debt securities) and has in the past provided (and is expected in the future to provide) such services, including as a sub-adviser, to the Adviser and may provide such services to the Opportunity Fund. NGC Capital has also in the past served (and NGC Capital and/or certain other Portfolio Company Advisers may in the future serve) as an adviser or sub-adviser to certain portfolio companies of funds managed by the Adviser or affiliates of such portfolio companies as well as to GGC Credit Opportunities. NGC Capital has in the past received (and may in the future receive) fees in connection with such advisory or sub-advisory relationship. See “Business with Portfolio Companies and Investors” below for a description of conflicts applicable to portfolio companies providing services to other portfolio companies. Sub-advisory services are generally performed on a non-discretionary basis under the overall direction of the Adviser. The Adviser has in the past provided an extensive personal network and access to industry expertise to NGC Capital, and certain Adviser Personnel also provide advice with respect to other activities of NGC Capital; however, such interactions were discontinued following the consummation of Project NAIC. Various investment vehicles controlled by and for the benefit of NGC Capital and its affiliates (“Nassau Investors”) are expected to invest in certain Funds and generally hold full voting rights alongside other limited partners in such Funds. Nassau Investors may be provided co-investment opportunities alongside those Funds and other investors of those Funds may or may not be offered the same co-investment opportunities. Providers of Operations Support Services The Adviser, the Funds and/or Fund portfolio companies will from time to time retain other companies and individuals (“Operations Support Advisors”), which may be employees and former employees of the Adviser, affiliates of the Adviser, employees of such affiliates, portfolio companies of other Funds, third-party consultants (including specialized consultants, advisers, industry specialists, external executives, industry advisory roundtable members, and similar professionals (including professionals with a variety of titles within the Adviser’s organization)), “operating partners,” “operating executives,” or “senior advisers.” The Operations Support -109-

Advisors are engaged to provide operational support, due diligence, research, specialized operations and consulting services and similar or related services to the Funds or to, or in connection with, one or more portfolio companies or prospective portfolio companies in relation to the identification, acquisition, holding, improvement and disposition of such portfolio companies and from time to time also provide “front office” functions with respect to a Fund, such as sourcing or other investment-related functions (such services collectively, “Operations Support Services”). These services may be high level insight, or extensive day-to-day roles, and typically include support to the General Partner on behalf of a Fund, or portfolio companies regarding, among other things, the company’s management (including serving in management positions as a full-time or part-time employee of the company or on the board of directors of the company, or by otherwise participating in determining corporate strategy), the company’s supply chain and procurement practices, revenue and margin management (including determining sales/marketing strategy and retail strategy), data intelligence, finance (including generating metrics and reporting and business restructuring), human capital management (including recruiting personnel and determining executive/incentive compensation), information technology, corporate communications (including marketing and public relations as well as opportunity identification at conferences and similar industry events and forums), supporting the formation of and fundraising for the Funds, legal, customer service, sustainability (including, strategy, policy and reporting development), real estate matters, intellectual property matters, and similar operational matters. The services provided by the Operations Support Advisors may increase or decrease over time. The nature of the relationship with each such Operations Support Advisor and the time devotion requirements of each such Operations Support Advisor may vary significantly. Certain Operations Support Advisors may be subject to contractual obligations to exclusively provide certain services to the Fund portfolio companies. These arrangements may be memorialized in a formal written agreement or may be informal and are negotiated individually, depending upon the anticipated Operations Support Services to be provided. In certain cases, Operations Support Advisors have attributes of Adviser Personnel (for instance, they may have dedicated office space, receive Adviser administrative support services, participate in general meetings or events for Adviser Personnel, have Adviser e-mail address or business cards, provide services exclusively to the Adviser), even though they are not employees, affiliates or personnel of the Adviser Operations Support Advisors often are offered the ability (or may have a preferred right) to coinvest alongside Funds or to invest in a portfolio company invested in by the Funds, including in investments in which such Operations Support Advisor is involved or participates in the management thereof. While Operations Support Advisors are sometimes referred to as “operating partners,” “operating executives,” or “senior advisers,” they are not partners or employees of the Adviser or any of its affiliates, but rather consultants engaged by or on behalf of Fund portfolio companies. In circumstances in which Operations Support Advisors are not subject to contractual obligations to exclusively provide certain services to the portfolio companies, such individuals are sometimes engaged or retained by other companies (including other alternative investment firms) which may currently, or in the future, directly compete with the Funds and/or portfolio companies. Such outside activities may result in conflicts of interest with respect to such individuals. Please see the discussion above under the sub-heading “Resolution of Conflicts” for a description of the means by which the Adviser and its related persons seek to alleviate conflicts of interest among the Funds, portfolio companies, or other persons. -110-

Pursuant to the Governing Documents of the applicable Fund, fees, compensation, benefits, expenses and any attributable overhead associated with Operations Support Services (“Operations Support Expenses”) have been, and will in the future, generally be paid and/or reimbursed by portfolio companies and/or a Fund. Operations Support Expenses (including Operations Support Expenses incurred in connection with an Operations Support Advisor that is an affiliate or employee of the Adviser or its affiliates) are determined at the discretion of the Adviser taking into account the particular Operations Support Services, may include reimbursement of an allocable portion of an affiliated Operations Support Advisor’s compensation (including, without limitation, salary, bonus, payroll taxes and benefits (including vacation time and sick leave)) and overhead (including, without limitation, rent, property taxes and utilities allocable to the workspaces), an annual fee or retainer, a discretionary bonus, a success fee (in the form of cash or equity) based on pre-determined targets or milestones, profits or equity interest in the Funds and/or portfolio companies or other incentive-based compensation (e.g., carried interest) to the Operations Support Advisor, and may otherwise be determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of the Operations Support Advisor, a percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, amounts charged by other providers for comparable services (and such rate per unit of time multiplied by time worked) and/or a percentage of cash flows from such companies. The determination of whether a service is an Operations Support Service will be made by the Adviser in its good faith discretion and will be based in part on whether third parties often provide such services to companies. Operations Support Expenses have been, and may in the future also be, incurred in respect of portfolio companies prior to the closing of the investment. In the event an Operations Support Advisor is paid an annual retainer, the value provided to the relevant Fund and/or portfolio company by such Operations Support Advisor may vary year to year and there can be no assurance that the annual retainer paid will be commensurate with the value provided by the Operations Support Advisor. In addition, an Operations Support Advisor’s benefits described herein (including, for the avoidance of doubt, compensation arrangements) will, in certain circumstances, continue after termination of status as an Operations Support Advisor. Operations Support Advisors will, from time to time, be offered the ability to invest in a Fund or in a particular investment as a co-investor on preferred economic terms (including on a no-fee/no-carry basis). To the extent services are provided for the benefit of a Fund, without reference to a particular portfolio company, Operations Support Expenses incurred in connection with such services may in certain instances be borne by the Fund and, indirectly, the investors in such Fund. In the event one or more Operations Support Advisors (directly or indirectly) is providing services with respect to a Fund or a Fund portfolio company and one or more other Funds or Fund portfolio companies, subject to the Governing Documents of the applicable Funds, such Operations Support Expenses generally will be allocated among the Fund or the Fund portfolio company and the relevant other Funds or Fund portfolio companies as determined by the Adviser, consistent with the Governing Documents of the applicable Funds and as described above (see “Allocation of Expenses”). To the extent any such Operations Support Expenses are payable to any affiliated Operations Support Advisor by a Fund portfolio company, such Operations Support Expenses will be retained by such Operations Support Advisor and generally will not reduce the Advisory Fee or any other fees otherwise payable to the Adviser or its affiliates and will not benefit the Fund or its investors even if the Operations Support Expenses paid by a Fund or a portfolio company have the effect of reducing any retainers or minimum amounts otherwise payable by the Adviser; provided, however, -111-

that with respect to contracts entered into by the Adviser and/or Opportunity Fund portfolio companies on or after January 1, 2016, consistent with the applicable terms of the Opportunity Fund Governing Documents, cash payments made by or on behalf of such Fund portfolio companies to Operations Support Advisors for work performed on behalf of such Fund portfolio companies are generally subject to the offset arrangements described above. The Adviser is not required to, and will not, reduce or offset the Advisory Fee to the extent the Adviser has paid or borne, or will pay or bear, directly or indirectly any Operations Support Expenses that are permitted to be paid or borne by portfolio companies or certain Funds in accordance with the relevant Governing Documents. The determination of whether a service is an Operations Support Advisor, and whether an Operations Support Expense is paid by a portfolio company, a Fund, or the Adviser will be made by the Adviser in its sole discretion and in accordance with the relevant Governing Documents. The Adviser’s good faith determination as to whether a service is an Operations Support Service, the categorization of any fees and expenses (e.g., as Operations Support Expenses) and the allocation of such fees and expenses shall be binding on each applicable Fund and its investors. Over time, certain existing and former employees of the Adviser (including senior personnel) may transition to an Operations Support Advisor role, which will shift the burden of compensation with respect to such persons from the Adviser to the applicable Fund portfolio companies. Likewise, as noted above, an individual that was previously engaged as an Operations Support Advisor may subsequently commence employment with the Adviser and continue to have rights to equity (or equity-like) grants, issuances or allocations made during the term of his or her service as an Operations Support Advisor, in which case such Fund portfolio companies would continue to bear a portion of the burden of compensation with respect to such person even after such person has commenced employment with the Adviser. It may be difficult to distinguish services provided by the Operations Support Advisors from the investment advisory services provided to the Funds by the Adviser and its affiliates. In addition, the Adviser has in the past, and may in the future, arrange for the engagement of an affiliated law firm to provide legal and/or other consulting services to or on behalf of portfolio companies of the Funds or the Funds, and may in the future also arrange for services to be provided to the Adviser, the Funds, and/or their respective affiliates. Certain Adviser Personnel have in the past, and may in the future, serve as employees or independent contractors of an affiliated law firm. Where there is a relationship between the Adviser and an affiliated law firm, the Adviser may have an incentive to recommend the services of the affiliated law firm to the Funds and their portfolio companies, even though the services recommended may not necessarily be the lowest cost or most effective available to the Funds or the portfolio companies. In addition, the fees earned by any such affiliated law firm for services provided to the Funds and the portfolio companies are not shared with the Funds or their investors, except to extent they result in the reduction or offset of Advisory Fees pursuant to the Governing Documents of such Funds (in which case, such fees and expenses are treated in the same manner as other applicable Corporate Service Fees, as described above). The fees paid by the Funds and the portfolio companies generally will be determined based on prevailing market rates for comparable services, as determined by Golden Gate in its sole discretion. To the extent that the Adviser in any circumstances commits or has committed to seek “market” or “arms-length” rates or terms, the Adviser undertakes no minimum amount of benchmarking and does not represent that any such benchmarking ultimately will be accurate, comparable or relate -112-

specifically to the assets, services, geographies or comparable markets to which such rates or terms relate. In certain cases, benchmarking will be limited to the Adviser’s experience with nonaffiliated service providers or other methodologies determined by the Adviser to be appropriate under the circumstances, including where the Adviser believes it has access to adequate market data to make the determination without reference to third-party benchmarking. The Adviser reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arms-length.” In addition, where such rates or terms include hourly components, the Adviser reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. There can be no assurance under such arrangements that the amount of compensation paid in a particular year, or other applicable period will be proportional to the number of hours worked or the amount or written work product generated. Any methodology, or choice among methodologies, involves potential conflicts of interest. Expenses to obtain benchmarking data will be borne by the Fund and/or the portfolio company, as applicable, and will not reduce the Advisory Fee. Diverse Membership The investors in the Funds include U.S. taxable and tax-exempt entities, and institutions from jurisdictions outside of the United States. Such investors (including the General Partners) often have conflicting investment, tax, and other interests with respect to their investments in a Fund. The conflicting interests among the investors generally relate to or arise from, among other things, the nature of investments made by a Fund, the structuring of the acquisition of investments and the nature and timing of the disposition of investments. As a consequence, conflicts of interest may arise in connection with decisions made by the Adviser or its affiliates, including with respect to the nature or structuring of investments, that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. A Fund may structure an investment in a portfolio company with respect to certain investors through the use of a blocker entity or another structure in seeking to accommodate the tax objectives of such investors and the Adviser has broad discretion in structuring transactions. The use of such different structures may result in a Fund’s investors receiving different proceeds in a transaction. In selecting and structuring investments appropriate for a Fund, the Adviser and its affiliates will consider the investment and tax objectives of the applicable Fund, not the investment, tax or other objectives of any investor individually. Business with Portfolio Companies and Investors Given the collaborative nature of the Adviser’s business and the portfolio companies in which the Funds (which, for purposes of this section, includes Portfolio Company Advisers and their clients) have invested, there are often situations where the Adviser is in the position of recommending the services of a portfolio company to other portfolio companies of the Funds, which may involve fees, commissions, servicing payments and/or discounts to the Adviser, an affiliate, or a portfolio company. The Adviser will generally have a conflict of interest in making such recommendations in that the Adviser has an incentive to maintain goodwill between it and the existing and prospective portfolio companies for the Funds while the products or services recommended may not necessarily be the best available to the portfolio companies held by the Funds. The benefits received by a portfolio company providing a service may be greater than those received by the -113-

Fund(s) and its portfolio companies receiving the service. The Adviser generally has an incentive to recommend the products or services of certain investors or prospective investors in the Funds, certain Third Parties, or their related businesses to the Funds or their portfolio companies for use or purchase, even though the products or services recommended may not necessarily be the best available to the Funds or the portfolio companies. In addition, a portfolio company has an incentive to engage a service provider that is an investor, or prospective investor, in a Fund in order to, among other things, maintain the goodwill with the Adviser. Certain portfolio companies controlled by a Fund are expected, from time to time, to provide services to the Adviser, its affiliates, Adviser Personnel, certain Fund investors, or prospective investors or the Adviser or its affiliates. This creates a conflict of interest, as the Adviser has an incentive to cause the portfolio company to favor itself, its affiliates, Adviser Personnel or those investors, prospective investors, the Adviser or its affiliates relative to other portfolio company clients or customers in terms of pricing or otherwise, which could adversely affect the portfolio company’s profitability to the Fund. Additionally, the portfolio company could recommend to its clients or customers that they invest in a Fund. Current and former founders and prospective founders, officers, and executives, and other affiliates of portfolio companies, may also invest in a Fund. While the Adviser believes this aligns portfolio company management teams and other affiliates and other affiliates with the best interests of the Fund, the Adviser may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio company in order to maintain the goodwill with such portfolio company management team investor or other affiliate of the portfolio company that is an investor in a Fund such that they continue to invest in the Funds, among other reasons. The Adviser’s relationships with current, prospective or former executives, directors, and founders or other affiliates of portfolio companies of the Funds, or of other venture capital funds, and executives of the banks and other lending institutions that provide financing to the portfolio companies of the Funds will under certain circumstances lead to conflicts of interest, including conflicts of interest with respect to portfolio companies of the Funds that are associated with such individuals and entities. For example, such relationships could influence decisions as to whether to invest in or divest from a portfolio company and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Fund over another Fund. In addition, certain portfolio companies controlled by a Fund have in the past, and, from time to time in the future, may engage in activities that could adversely affect another Fund and/or its portfolio company, including, for instance, as a result of laws and regulations or certain jurisdictions (such as bankruptcy, environmental, consumer protection, and/or labor or union laws) that may not recognize or permit the segregation of assets and liabilities between separate entities. Such jurisdictions may also allow for recourse against assets that are under common control with, or part of the same economic group as, the entity that has incurred the liability. This may result in the assets of a Fund and/or a portfolio company being used to satisfy the obligations or liabilities of another Fund or its portfolio company. -114-

The Adviser and/or its affiliates (including Adviser Personnel) expect to engage in business opportunities arising from a Fund’s investment in a portfolio company (for example, without limitation, entering into a joint venture with a portfolio company or making a proprietary investment in a portfolio company or receiving a loan or extension of credit from a portfolio company, including personal use). This creates a conflict of interest, as such interests are a benefit arising from the Fund’s investment and may vary from the applicable Fund’s interest (e.g., whether to make a follow-on investment and, if so, how much should be allocated to the Fund). In certain instances, a Fund’s portfolio company competes with, is a customer of, or is a service provider to, another Fund’s portfolio company. In providing advice to a portfolio company’s business, the Adviser may consider the interests of one portfolio company or Fund and is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies or Funds. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by the Adviser to a portfolio company may have adverse consequences to a separate portfolio company owned by another Fund. The performance and operations of a competitor, customer or service provider portfolio company could conflict with, and adversely affect the performance and operations of another portfolio company, or could adversely affect prices, business opportunities or potential acquisition opportunities. For instance, a portfolio company may seek to expand its market share at the expense of another portfolio company or withdraw business from another portfolio company in favor of another company by offering the same product or service at a lower price, increasing its own prices, purchasing assets from, or selling assets to, another portfolio company, commencing litigation against another portfolio company, or preventing one portfolio company from commencing litigation against another portfolio company. In addition, the Adviser has in the past, and may in the future, cause a Fund to transact with a portfolio company of the Fund or another Fund, including purchasing an asset from, or selling an asset to, a portfolio company. This creates a conflict of interest as the interests of the purchasing or Selling Fund differ from those of the counterparty portfolio company. Certain of a Fund’s portfolio companies are expected, from time to time, to be counterparties or participants in agreements, transactions or other arrangements with other portfolio companies of the Fund or other Funds managed by the Adviser or the Adviser’s affiliates that, although the Adviser determines to be consistent with the requirements of such Funds’ Governing Documents, may not have otherwise been entered into but for the affiliation with the Adviser, and which may provide economic or other benefits to affiliates of the Adviser that are not subject to the Advisory Fee offset provisions described herein. Such agreements, transactions, and other arrangements will generally be entered into without the consent or direct involvement of a Fund and/or the Adviser or the consent of any advisory committee. For example, the Adviser has in the past and may in the future cause portfolio companies to enter into agreements regarding group procurement (which may depend on the volume of services purchased under these agreements and which may be pooled across multiple portfolio companies and discounted due to scale), benefits management, data management and/or mining, technology development, purchase or title and/or other insurance policy (which may be pooled across multiple portfolio companies and discounted to scale) and other similar operational initiatives that may result in fees, better pricing, rebates, servicing payments, commissions or similar payments and/or discounts being paid to the Adviser, its -115-

affiliates or a portfolio company, including related to a portion of the savings achieved by the portfolio company. In addition, certain portfolio companies may provide investment advisory services to other portfolio companies or their subsidiaries. While the Adviser may have a conflict of interest because its economic benefit may incentivize the Adviser to maintain such arrangements (and any discounted amounts will not be subject to Advisory Fee offsets or otherwise shared with the relevant Funds), the Adviser believes that such agreements generally benefit the portfolio companies due to increased access to quality products and services at beneficial pricing and the Adviser’s benefits from such arrangements are generally reduced because the Adviser only benefits at the same rate as the portfolio companies. However, it should not be assumed that a company related to, or otherwise affiliated with the Adviser, will only take actions that are beneficial to, or not opposed to, the interests of a Fund and Fund portfolio companies. Certain Fund portfolio companies (or a business unit thereof) are also presently a party to, have previously entered into, and may in the future enter into, expense sharing agreements with certain other Fund portfolio companies (or a business unit thereof), including, for the avoidance of doubt, portfolio companies owned or controlled by different Funds. Such expense sharing agreements generally provide for, among other things, a portion of the salaries of certain employees and a portion of other overhead, rent and certain administrative expenses of one portfolio company (or a business unit thereof) to be borne by another portfolio company (or a business unit thereof) to the extent such other portfolio company (or a business unit thereof) utilizes the employees, office space and/or other resources of another portfolio company (or a business unit thereof). The allocation of such expenses is provided for in the applicable expense sharing agreement, and it is generally expected that the portfolio company utilizing such employees, office space and/or other resources shall bear its pro rata portion of the expenses associated therewith (generally based on a reasonable assessment by the Adviser or its affiliates in their sole discretion from time to time). Nonetheless, a conflict of interest may arise in these instances in the event the Adviser, the Funds or other investors have differing economic interests in each such portfolio company such that expenses could potentially be allocated to one portfolio company in which the Adviser or its affiliates, the Funds or other investors have a lesser interest (such that they indirectly bear less of such expenses) for the benefit of another portfolio company in which the Adviser or its affiliates, the Funds or other investors have a greater interest. There can be no assurance that such allocation would not have been different in the event the Adviser, the Funds or other investors did not have differing economic interests in such portfolio companies. The Adviser and its affiliates have in the past hired and expect, from time to time, to hire part-time or full-time employees (including interns) who are relatives of, or are otherwise associated with an investor, portfolio company, former portfolio company, investment target or servicer provider. Although the Adviser uses reasonable care to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee the Adviser can control all such conflicts of interest and there may be a continuing appearance of a conflict of interest (including, for instance, preferential hiring practices). Certain members of a Fund’s advisory committee are, or in the future may be, officers or directors of, or otherwise affiliated with, investors in another Fund. The Adviser or General Partners of certain Funds (which, for purposes of this paragraph, includes Portfolio Company Advisers and their clients) are permitted to from time to time utilize the services of limited partners of or -116-

investors in the Funds and their affiliates as they deem appropriate. While less common, from time to time a Fund could hold an investment in a different layer of the capital structure than an investor or another party with which the Adviser has a material relationship, in which case the Adviser could have an incentive to cause the Fund or the portfolio company to offer more favorable terms to such parties (including, for instance, financing arrangements). Service Providers Services required by a Fund (including some services historically provided by the Adviser or its affiliates to the Funds) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of the Adviser or its affiliates. This can create a conflict of interest because the Adviser and its affiliates have an incentive to outsource such services at the expense of the Funds to, among other things, leverage the use of Adviser Personnel. Such services may include, without limitation, deal sourcing, asset management, information technology, licensed software, depository, data processing, client relations, administration, appraisal, sub-custodial, custodial, marketing and marketing-reviews, accounting, valuation, trading, legal, human resources, client services, compliance, cybersecurity, corporate secretarial and tax support, director services, and other similar services. Outsourcing may not occur universally for all Funds and, accordingly, certain costs may be incurred by a Fund for a third-party service provider or for licensed software that is not incurred for comparable services by other Funds. The decision by the Adviser to initially perform a service for a Fund in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider or licensed software in the future and the Adviser has no obligation to inform such Funds or investors of such a change. Such services may also supplement or be performed alongside services performed by the Adviser. In addition, certain internal service providers (such as internal accountants) may “shadow” or otherwise review the reports of other services provided by such third parties. The costs, fees, and expenses of any such third-party service providers will be borne by the relevant Funds. If a service provider provides services to a Fund on the property of the Adviser, such Fund may also be responsible for any overhead, rent or other fees, costs and expenses charged by the Adviser in connection with an on-site arrangement. The Adviser and/or its affiliates will engage certain service providers to provide services to the Adviser, the Funds and/or Fund portfolio companies, the Portfolio Company Advisers and/or their clients and portfolio companies thereof, including services during the due diligence and acquisition process. Such service providers or their affiliates are, in certain circumstances, investors or prospective investors in a Fund or affiliates of such investors, or prospective investors, and may include, for example, investment or commercial bankers, outside legal counsel, common legal counsel, pension consultants, and/or other investors, or prospective investors, who provide services (including mezzanine and/or other lending arrangements). For example, certain key service providers, including a law firm and a consulting firm, participate in Co-Investment Funds that are generally expected to make investments side-by-side with one or more Funds. The engagement of any such service provider may be concurrent with an investor’s admission to a Fund or during the term of such investor’s investment in the Fund. This creates a conflict of interest as such -117-

engagement could be motivated by a belief that the service provider will continue to invest in Funds, or the Adviser may give such investor preferred economics or other terms with respect to its investment in a Fund, enhanced information or may have an incentive to offer such investor coinvestment opportunities that it would not otherwise offer to such investor. Additionally, former Adviser employees may also become employees, officers, or directors of, or otherwise be engaged by, third-party service providers that provide services to the Adviser, the Funds, and/or portfolio companies. While employed by the Adviser, the cost of the compensation, benefits, and attributable overhead provided to these individuals are paid by the Adviser unless a Fund’s Governing Documents permit certain allocations of internal expenses to the Fund. If a former Adviser employee becomes an employee or consultant of a third-party that also provides services to a Fund, such former Adviser employee may be assigned by such third-party to provide services to that account. In such instance, the cost of the third-party service provider attributable to the former Adviser employee working on the Fund will be borne entirely by the Fund and no such amounts will reduce the Advisory Fee paid or the Incentive Allocation distributed by such Fund on the basis that such person used to be a former Adviser employee. Additionally, Adviser Personnel and/or their family members or relatives are permitted to have ownership, employment, or other economic or other interests in certain service providers. These relationships that the Adviser may have with a service provider can influence the Adviser in determining whether to select or recommend such service provider to perform services for a Fund or a portfolio company. The Adviser will have a conflict of interest with the Funds in recommending the retention or continuation of any such service provider to the Funds or a portfolio company, especially if such employee(s) of the Adviser or its affiliates are involved in the decision to retain such service provider. The Funds have in the past, and may, from time to time in the future, pay a fee to an investment bank with respect to a particular transaction which fee may, in whole or in part, reflect a payment to the investment bank for finding deals for the Adviser and the Funds in the future. As a result, the Fund paying the fee to the investment bank may not receive the benefit of the future deals sourced by the investment bank and the other Fund to which a deal is allocated will not be required to reimburse the paying Fund for such fee. Additionally, the Adviser, the Funds, and the portfolio companies of the Funds may engage common service providers. In certain circumstances, the service provider may charge varying rates or engage in different arrangements for services provided to the Adviser, its personnel, the Funds, and/or the portfolio companies. As a result, the Adviser or its personnel may receive a more favorable rate on services provided to it by such a common service provider than the rates payable by the Funds and/or the portfolio company or may receive a discount on services even though the Funds and/or the portfolio companies receive a lesser, or no, discount. This creates a conflict of interest between the Adviser and its personnel, on the one hand, and the Funds and/or portfolio companies, on the other hand, in determining whether to engage such service providers, including the possibility that the Adviser will favor the engagement or continued engagement of such persons if it, or its personnel, receives a benefit from such service providers, such as lower fees and/or information about markets and industries in which the Adviser operates or is interested and/or such service provider will provide other services that are beneficial to the Adviser, that it would not -118-

receive absent the engagement of such service provider by the Funds and/or the portfolio companies. There may be situations in which the Adviser receives more favorable service rates or arrangements than the Funds or Fund portfolio companies. Neither the Funds nor investors in the Funds will receive the benefit of any such favorable rate or discount provided to the Adviser, its personnel or its affiliates, and the Advisory Fee paid by any Fund will not be reduced in connection with such favorable rate or discount. Although the Adviser selects service providers that it believes will enhance portfolio company performance (and, in turn, the performance of the relevant Fund(s)), there is a possibility that the Adviser, because of financial or business interests or for other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. In these instances, the Adviser uses reasonable efforts to mitigate such conflicts and uses good faith efforts to negotiate market terms for such service providers’ services. To monitor any conflicts with its key service providers, the Adviser will perform periodic evaluations of its key service providers. The Adviser or its affiliates and service providers often charge varying amounts or have different fee arrangements for different types of services provided. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required, and the time demands of the service provider. As a result, to the extent the services required by the Adviser or its affiliates differ from those required by the Funds and/or Fund portfolio companies, the Adviser and its affiliates will pay different rates and fees than those paid by the Funds and/or Fund portfolio companies, which will not offset the Advisory Fee. The Adviser or its affiliates engage certain service providers (including law firms) on behalf of the Funds and personnel of such service provider may in the future be seconded to the Adviser or its affiliates on a temporary basis or serve in an internship capacity, pursuant to various arrangements including at cost or at no cost. The Adviser is, from time to time, a beneficiary of these arrangements as well. Such personnel may provide services in respect of multiple matters, including in respect of matters related to the Adviser, its affiliates and/or portfolio companies and in any such circumstance the benefits or costs of any such personnel will be allocated in the Adviser’s discretion taking into consideration the usage of such personnel. The Advisory Fee will not be offset or reduced as a result of these arrangements or any fees, expense reimbursements or other costs related thereto. In such circumstances, a conflict of interest exists because the Adviser or its affiliates have an incentive to select one service provider over another on the basis that the Adviser or its affiliates may receive the benefit of seconded employees from such service provider, particularly where the compensation and expenses for such personnel during the secondment is borne by the service provider and not the Adviser or its affiliates. In certain cases, secondees will provide services for a Fund that constitute a Fund expense and therefore a corresponding portion of such secondee’s compensation will be borne by such Fund. The Adviser may also be confronted with tasks that can be accomplished either by its employees (including secondees) or by third-party service providers or vendors. The Adviser’s allocation of such tasks may be influenced by whether the Adviser or a Fund would bear the fees and expenses of a third-party service provider or vendor. Due to, among other things, limited internal resources, the Adviser may be incentivized to allocate such tasks related to Funds to third-party service -119-

providers or vendors (including in cases where its employees may be able to accomplish such a task faster or with higher quality than a third-party service provider or vendor), such that the Funds would bear the fees and costs thereof. On the other hand, the Adviser may be incentivized to allocate its employees to matters related to the Adviser or its affiliates so as to avoid the Adviser or its affiliates bearing the fees and costs of third-party service providers or vendors. The Adviser, from time to time, may cause a Fund to bear the full cost and expense of engaging certain third-party service providers on behalf of a portfolio company. In the event a Fund is not the sole shareholder of the portfolio company, other shareholders will benefit from the costs incurred by a Fund and will not reimburse the Fund for their pro rata portion of the cost of any such service provider. The Adviser expects certain service providers, their affiliates, and personnel to invest in, or coinvest alongside, one or more Funds, 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 in certain circumstances could be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors or could be offered co-investment opportunities on preferred terms. Conflicts of interest exist in the allocation of the costs and benefits of arrangements with service providers for the provision of goods or services to the Adviser, the Funds, other Adviser clients, and/or their respective portfolio entities. The Adviser manages such conflicts and makes allocation judgments with respect to such costs and benefits in its fair and reasonable discretion, notwithstanding its interest in the outcome. The Adviser’s allocation decisions with respect to service providers at times are informed by input from the relevant service provider (including but not limited to where the service provider provides recommended allocation percentages across the relevant parties or provides market practice insight with respect to allocation percentages), and it is possible that the relevant service provider could, due to a conflict, recommend expense allocations that are more favorable to the Adviser than the Funds or their portfolio companies. There may be instances where the target portfolio company of one Fund is the service provider of another Fund, and an acquisition of the target portfolio company by the original Fund would create a conflict of interest for the other Fund. For example, when the target portfolio company of the original Fund is the valuation agent of the other Fund, the acquisition of the portfolio company by the original Fund would create issues related to independence. Therefore, due to such conflict, there may be circumstances where the Adviser declines to make an investment on behalf of the original Fund, even if such investment would be beneficial to the original Fund and/or fits within the original Fund’s Investment Allocation Requirements. Additionally, due to such conflict, there may be circumstances where the interests of the original Fund are subordinated to the perceived interests of the other Fund, which may be to the detriment of the original Fund. Other Professional Services to the Funds and Portfolio Companies A Fund may pay and/or reimburse the Adviser for an allocable portion (as determined by the Adviser in its good faith discretion) of the compensation (including, without limitation, salary, bonus, payroll taxes, insurance, and benefits (including vacation time and sick leave)), fees, loans, -120-

advances, and other compensation (such as cash, retainers, bonuses, salaries, guaranteed payments, and partnership draws), expenses and overhead (including, without limitation, rent, property taxes, administrative support, information technology, and utilities allocable to the workspaces) attributable to certain employees, partners, members, or officers of the Adviser and its affiliates, including, without limitation, in-house accountants, legal, tax, finance, capital markets, and other professionals whose functions may also include transactional legal and related tax advice, tax planning, and other related services, including, without limitation, entity organization, structuring, due diligence, document drafting and negotiation, closing preparation, post-closing activities (such as compliance with contractual terms and providing advice for investment-level matters), litigation matters, reviewing and structuring exit opportunities, the preparation of financial statements, investor reports (including the costs associated with providing access to a database or other internet forum for distribution of such reports), tax returns, the administration of assets and expenses of the Fund (including with respect to co-investment vehicles and feeder funds), and legal and regulatory compliance with applicable laws and regulations (collectively, “Covered In-House Services”). It is expected that Covered In-House Services will expand over time. The allocation of Covered In-House Expenses among the Adviser, a Fund, and/or its portfolio companies requires judgments as to methodology that the Adviser makes in good faith but in its sole discretion. These allocation methodologies may include personnel periodically tracking their time with respect to a Fund and/or its portfolio companies, the Adviser approximating the portion of time a person has spent with respect to the Fund and/or portfolio company, the assessment of an overall dollar amount (for instance, based on a fixed fee) that the Adviser believes represents a fair recoupment of expenses and a market rate for such services (which may, for the avoidance of doubt, be at the top of the range the Adviser determines to be reflective of rates in the applicable market and certain similar markets), an allocable portion of the Adviser’s overhead and other fixed or variable costs and any other methodology determined by the Adviser in its sole discretion to be appropriate under the circumstances. The Adviser may employ alternative cost methodologies to calculate expenses associated with Covered In-House Services and may modify those expenses as needed. The Adviser expects to determine the cost of services performed by such in-house professionals, which may include a reference to the pro rata portion of the aggregate annual cash compensation paid to the employee (including salary, bonus, benefits, profits interests, payroll taxes, equity interests, or other incentive-based compensation) for such professionals in its good faith, but sole discretion. The particular methodology used to allocate such amounts where Covered In-House Services are provided are expected to vary depending on the types of Covered In-House Services provided and could, in certain circumstances, change from one period to another or from one employee to another. Any methodology chosen by the Adviser involves inherent conflicts of interest and could result in a greater expense to a Fund and its portfolio companies than would be the case if such Covered In-House Services were provided by third parties. While the Adviser may (in its sole discretion) obtain benchmarking data regarding third-party rates for similar services, relevant comparisons may not be available for a variety of reasons, including as a result of lack of a substantial market of providers or users for such service, confidentiality reasons, and the bespoke nature of certain services. As a result, market comparisons may not (and often do not) result in precise comparable data for certain Covered In-House Services and could result in inaccurate information regarding market terms for comparable services. Expenses to obtain benchmarking data will be borne by the Fund and/or the portfolio company, as applicable, and will not reduce the Advisory Fee. -121-

A Fund’s use of Covered In-House Services presents potential conflicts of interest. For instance, the Adviser will be incentivized to employ its personnel and other affiliates to perform Covered In-House Services to reduce its own overhead. Although the Adviser believes these services may offer synergies or other benefits to a Fund, portfolio companies, and prospective portfolio companies, there can be no assurance that another provider would not be better qualified, deliver greater benefits, or offer the services at a lower cost. Further, with respect to allocation of Covered In-House Services as between a Fund and a portfolio company, the Adviser will under certain circumstances (specifically when the Fund lacks a controlling interest in a portfolio company) cause the Fund to pay all Covered In-House Expenses directly, resulting in the Fund bearing a disproportionate share of such costs relative to other equity holders of those portfolio companies. Additionally, because the cost methodology used to determine the amount of Covered In‑House Expenses for providing Covered In‑House Services involves judgments and assessments that may rely on information and estimates from various individuals and unaffiliated third parties, the resulting Covered In‑House Expenses may not correspond to the actual value a Fund receives for the related Covered In‑House Services and, in any particular period, the amount billed to a Fund and/or a portfolio company, and/or a prospective portfolio company for Covered In‑House Expenses may be higher or lower than the actual costs incurred by the Adviser in connection with those Covered In‑House Services. From time to time, it may be unclear whether a service qualifies as a Covered In-House Service for which a Fund and/or a portfolio company will pay compensation or reimburse expenses. In such cases, the Adviser will, in its sole discretion, determine whether compensation or reimbursement is appropriate and the applicable terms. Adviser Personnel providing Covered InHouse Services will under certain circumstances also perform work in parallel with third-party service providers on the same type of service or engagement and the Fund will pay the compensation and expenses of both the relevant Adviser Personnel and the third-party service providers. Positions with Portfolio Companies Adviser Personnel are expected, from time to time, to serve as directors and/or officers of, or observers on boards with respect to, certain portfolio companies. While potential conflicts of interest will arise in the event that such Adviser Personnel’s fiduciary duties as a director and/or officer conflict with those of the Fund, it is expected that generally the interests will be aligned. For instance, such positions could impair the ability of a Fund to sell the securities of an issuer in the event a director receives material non-public information by virtue of his or her role, which would have an adverse effect on the Fund. Furthermore, Adviser Personnel serving as a director to a portfolio company owes a fiduciary duty to the portfolio company, on the one hand, and the relevant Fund, on the other hand, and such Adviser Personnel may be in a position where they must make a decision that is either not in the best interest of the Fund or is not in the best interest of the portfolio company. Adviser Personnel serving as directors may make decisions for a portfolio company that negatively impact returns received by a Fund due to its investment in the portfolio company. In addition, to the extent an Adviser Personnel serves as a director on the board of more than one portfolio company, such Adviser Personnel’s fiduciary duties among the two portfolio companies may create a conflict of interest. Certain decisions made by a director may -122-

subject the Adviser, its affiliate or a Fund to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Funds will indemnify the Adviser and Adviser Personnel from such claims. Adviser Personnel serving in a director or observer role are generally required to remit any remuneration they may receive as directors to the applicable Funds. In addition, Adviser Personnel and Operations Support Advisors may leave the employment of the Adviser or its affiliates and become an officer or employee of a portfolio company, which will shift the burden of compensating such persons from the Adviser to the applicable portfolio company, and any fees received by such Operations Support Advisor as an employee of the portfolio company will not reduce the Advisory Fee. As a result of roles at portfolio companies, the Adviser may from time to time take steps to mitigate the conflicts of interest, including causing a Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Fund may divest itself of an asset it otherwise may have retained or may not purchase an asset it otherwise would have purchased). Any such steps could have the effect of impacting the investment program of a Fund and reduce returns. For the avoidance of doubt, except in the case of former (and potentially future) affiliated law firms and payments in respect of equity (or equity-like) grants, issuances, or allocations to employees who were previously engaged as Operations Support Advisors, employees are prohibited from receiving consulting, management or other fees personally from portfolio companies. From time to time, Adviser Personnel may also be asked to serve as directors of, or observers with respect to, certain entities in which a Fund has fully exited its ownership interest and/or following the termination of such person’s employment with the Adviser. In such circumstances, any compensation or fees received with respect to such exited investment and/or by such former employee is not subject to the Advisory Fee offset described above or otherwise shared with the Funds and/or investors. In addition, the Adviser may continue to receive other fees from a portfolio company after a Fund has fully exited its ownership interest (for instance, in respect of consulting arrangements or group purchasing arrangements). In such circumstances, any fees received with respect to such exited investment is not subject to the Advisory Fee offset described above or otherwise shared with the Funds and/or investors. In connection with co-investment opportunities, some co-investors (which may include one or more investors in the Funds) are often provided with the opportunity to serve on the board of directors or board of advisors of the applicable portfolio company. Positions on the board of directors or board of advisors of such portfolio companies provide such co-investors with voting rights, access to information, and the ability to potentially influence the operations and decisionmaking of the portfolio company that are not available to other investors in the Funds. In certain cases, co-investors have contractual rights that require the approval of the co-investors for certain major actions relating to the applicable portfolio company, such as a sale of the company or the issuance of additional equity by the company. Such rights may limit the ability of the Adviser to take actions with respect to the portfolio company that the Adviser considers to be in the best interests of the Funds. As noted above, certain personnel of the Adviser and/or its affiliates may also be temporarily -123-

seconded or permanently transferred to one or more portfolio companies on either a full-time or a part-time basis to provide finance, tax, operations, compliance, legal, or investment-advisory related and other services to or on behalf of such portfolio companies. In such instances, the portfolio companies will pay such person’s directors’ fees, salaries, consultant fees, other cash compensation, stock options, other equity grants or other compensation and incentives and may reimburse the Adviser or such persons for any travel costs or other out-of-pocket expenses incurred in connection with the provision of their services. Any such secondment would necessarily present a conflict of interest insofar as salaries, benefits, overhead and other similar expenses for such personnel during the secondment or after their transfer will be borne (in whole or in part) by such portfolio companies instead of the Adviser and/or its affiliates. No compensation earned by former Adviser Personnel offsets the Advisory fee, whether or not such former Adviser Personnel have a remaining interest in a Fund’s General Partner or affiliated entity. The Adviser may also advance compensation to seconded employees and be subsequently reimbursed by the applicable portfolio companies. Any compensation customarily paid directly by the Adviser or its affiliates to such persons would typically be reduced to reflect amounts paid directly or indirectly by the portfolio company even though the Advisory Fee paid, or Incentive Allocation distributed, by the Fund to the Adviser will not be reduced. Any amounts paid to such persons by a portfolio company (or paid by the Adviser and reimbursed by a portfolio company) would not reduce the Advisory Fee otherwise payable to the Adviser or any Incentive Allocation otherwise distributable to the Adviser or its affiliates, if applicable. All or a portion of any such compensation and incentives will be borne by the Fund, directly or indirectly, via its ownership interest in such portfolio company. Conversely, in the event that the Adviser employs a person that previously received compensation from a portfolio company, investors will only receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with the Adviser, and not with respect to any compensation prior to such date, including equity grants made prior to the date of employment that vest thereafter. In certain instances, whether an individual who provides services to a portfolio company should be categorized as an Operations Support Advisor, an employee of the Adviser, a former employee of the Adviser, or a seconded employee may not be clear. In such cases, the Adviser will make a determination in good faith based on an evaluation of the facts and circumstances. Additionally, on occasion, a current portfolio company may hire former Adviser Personnel. To the extent former Adviser Personnel continue to vest in compensation from the Adviser, such compensation is not expected to be subject to the Advisory Fee offset, or otherwise shared with the Funds, investors, and/or portfolio companies. In addition, compensation for the role at the portfolio company is not expected to be subject to the Advisory Fee offset or otherwise shared with the Funds, investors, and/or portfolio companies. Side Letter Agreements; Advisory Committee Rights The Adviser has (and expects to in the future) enter into certain side letter arrangements with certain investors in a Fund providing such investors with different or preferential rights or terms, including, but not limited to: (1) different fee structures and other preferential economic rights; (2) information and reporting rights; (3) excuse or exclusion rights; (4) waiver of certain confidentiality obligations; (5) priority co-investment rights; (6) targeted co-investment amounts; -124-

(7) certain rights or terms necessary in light of particular legal, regulatory, or policy requirements of a particular investor; (8) additional obligations and restrictions with respect to structuring particular investments in light of the legal and regulatory considerations applicable to a particular investor; (9) modification of representations, indemnification, and/or liability; and (10) other obligations, veto rights, and liquidity or transfer rights. In addition, the Adviser may, from time to time, agree to certain matters relating to knowledge transfer, knowledge sharing, training, and/or secondments with one or more investors as part of an overall firm relationship. Furthermore, the Adviser has in the past afforded and may in the future afford different investors different rights and treatment, regardless of whether such rights and treatment are memorialized in a side letter. Except as otherwise agreed with an investor, or as required by applicable law, the Adviser (or applicable General Partner) is not required to disclose the terms of side letter arrangements with other investors in the same Fund. Also, investors will have no recourse against a Fund, the applicable Fund’s General Partner, the Adviser, or their respective affiliates in the event that certain investors receive additional or different rights or terms pursuant to such side letters, some of which rights may impact the rights and/or increase the obligations of other investors. In addition, side letter arrangements with certain investors of the Funds impose additional restrictions on investing in certain types of assets, geographies or industries in order to meet certain legal, tax, regulatory, internal policy or other requirements of such investors. While these restrictions are intended to apply solely to such investors, they may ultimately restrict the investments made by an applicable Fund. Side letters may also relate to strategic relationships under which an investor agrees to make capital commitments to multiple Funds. Except in the circumstances and on the timing required by Governing Documents and/or applicable law, other investors will not receive copies of side letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, its 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. As a consequence of one or more limited partners being excused or excluded, or from regulatory or other factors limiting their participation in investments, the aggregate returns realized by participating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments. Many of the Funds have established an advisory committee, consisting of representatives of investors. A conflict of interest may exist when some, but not all, limited partners are permitted to designate a member to the advisory committee because those designating limited partners will, for instance, have greater information rights. The advisory committee will typically also have the ability to approve conflicts of interests with respect to the Adviser and the applicable Fund, which could be disadvantageous to the investors, including those investors who do not designate a member to the advisory committee. Additionally, the members of an advisory committee may disproportionately represent one or more of the entities or categories of limited partners comprising a Fund. Representatives of the advisory committee may have various business and other relationships with the Adviser, Adviser Personnel and its affiliates. These relationships may influence the decisions made by such members of the advisory committee and present conflicts of interest. In certain circumstances, members of one Fund’s advisory committee will also be a member of another Fund’s advisory committee. In such instances, a conflict of interest could arise where such -125-

Funds have differing investment amounts or other conflicting interests and such advisory committee members may be requested to provide their consent with respect to such conflicts of interest and generally have not recused themselves from any such vote. Furthermore, under the Governing Documents, a Fund’s advisory committee may have 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, limited partners may be bound, in certain circumstances, by the determinations of the advisory committee, regardless of whether an individual limited partner is represented by a member of the advisory committee. A Fund’s advisory committee is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience, and other factors. In addition, certain advisory committee members are expected to have various business and other relationships with the Adviser (including longstanding investing relationships) and its partners, employees, and affiliates. In certain circumstances, these factors will influence advisory committee members to be more aligned with the Adviser, and the relevant General Partner, and favor proposals brought to the advisory committee by the Adviser or General Partner. In other circumstances, these factors will make advisory committee members more likely to oppose these proposals. Advisory committee members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the limited partner they individually represent, rather than considerations relevant to limited partners as a whole. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by side letter or otherwise) a role on the advisory committee, and the Adviser expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A General Partner is authorized to appoint limited partners to the advisory committee of its Fund in its sole discretion, and is permitted to consider various factors, including, but not limited to, the timing and amount of a limited partner’s commitment to a Fund or future Fund, their perception of a limited partner’s effectiveness on an advisory committee, legal and regulatory considerations, the interests of the limited partner, and the degree to which they are likely to align with the relevant Fund and the General Partner, as well as other factors. The Adviser is permitted to seek the consent of the relevant Fund advisory committee(s) to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by an advisory committee member, or decision made by an advisory committee as a whole, will fully represent their individual interests. Other Potential Conflicts The Governing Documents of a Fund establish complex arrangements among the Funds, the Adviser, investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the Governing Documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Adviser will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal -126-

obligations, the interpretations used may not be the most favorable to a Fund or its investors. The Adviser and the Funds will generally engage common legal counsel and other advisers in a particular transaction, including a transaction in which there may be conflicts of interest (e.g., cross transactions and other affiliated transactions). Members of the law firms engaged to represent the Funds may be investors in a Fund and may also represent one or more portfolio companies or investors in a Fund. In the event of a significant dispute or divergence of interest between Funds, the Adviser and/or its affiliates, the parties may engage separate counsel in the sole discretion of the Adviser and its affiliates, and in litigation and other circumstances separate representation may be required. The Adviser and its affiliates, including its employees, will, from time to time, receive discounts on services and/or products from portfolio companies. Such discounts are generally equal to, or less than, the discounts provided by the portfolio company to its own employees. The Adviser and its personnel have in the past and will, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Fund, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Fund expenses may result in “miles,” “points,” rebates, or credit in loyalty/status programs to the Adviser and/or its personnel. Such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit the Adviser and/or such personnel even though the cost of the underlying service is being borne by the Funds, its investors and/or the portfolio companies. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Fund, its investors and/or the portfolio companies. In addition, airline travel incurred as a Fund expense for an Adviser Personnel travelling for appropriate Fund-related purposes (including, without limitation, travel related to a portfolio company, a prospective portfolio company or other Fund-related matter) may benefit such Adviser Personnel to the extent the trip also serves a personal purpose. The Adviser may in its discretion have (and may in its discretion cause the Funds and/or their portfolio companies to have) ongoing business dealings, arrangements or agreements with persons who are former employees or executives of the Adviser. The Funds and/or their portfolio companies may bear, directly or indirectly, the costs of such dealings, arrangements or agreements. In such circumstances, there may be a conflict of interest between the Adviser and the Funds (or their portfolio companies) in determining whether to engage in or to continue such dealings, arrangements or agreements, including the possibility that the Adviser may favor the engagement or continued engagement of such persons even if a better price and/or quality of service could be obtained from another person. Investors may be introduced to the Adviser, or may be brought into a Fund, by a third-party consultant from which the Adviser or a related person purchase products and to which the Adviser or a related person may make payments, including in connection with conferences sponsored or hosted by the third-party consultant. The Adviser may represent creditors or debtors in proceedings under Chapter 11 of the Bankruptcy -127-

Code or prior to such filings. From time to time, the Adviser may serve as advisor to creditor or equity committees. This involvement, for which the Adviser may be compensated, may limit or preclude the flexibility that the Funds may otherwise have to make investments. The Funds may create a platform for acquiring, creating, and/or operating companies in a particular industry for the purpose of creating synergies across, and adding value to, such companies (e.g., merging companies together to create economies of scale, running certain companies in a coordinated manner, or providing a shared services platform for such companies (including, but not limited to, compliance, legal, and operational support)). A holding company (the “Holding Company”) would be created that would acquire and manage the companies in the platform. The investments in the Holding Company may be managed together (including, for example, the use of common service providers, combined, and/or otherwise sold together as part of a single transaction or series of related transactions). The Holding Company would be staffed with personnel responsible for sourcing, acquiring, and managing companies for the Holding Company. In certain circumstances, such Holding Company employees may include former employees of the Adviser, or current or former senior advisors or consultants to the Adviser and its affiliates. The Holding Company’s costs and expenses, initial or ongoing, and for any purposes (including compensation for its personnel (which compensation may include, among other things, salary, benefits, retainers, and the granting of profit participation in certain investments of the Holding Company and/or a capital interest in such investments or the underlying assets), overhead expenses (including, without limitation, rent, property taxes and utilities allocable to the workspaces) and all expenses related to sourcing would be borne by the Holding Company (and, therefore, indirectly borne by the Fund)). In certain cases, the Adviser may bear such expenses directly and subsequently be reimbursed by the applicable Holding Company. Such costs, fees, and expenses will not offset the Advisory Fee and are in addition to Advisory Fees and other compensation (e.g., Incentive Allocation) received by the Adviser. In addition, as the Adviser earns Advisory Fees and Incentive Allocation from the Fund, the Adviser will benefit from the assets, income and gains of the Holding Company. In addition, from time to time, the Adviser recruits a management team to pursue a new “platform” opportunity expected to lead to the formation of a future portfolio company, or to undertake a “build-up strategy” to acquire and develop assets in a particular sector or involving a particular strategy. In other instances, a new platform could be formed to recruit an existing or newly formed management team to build such platform through acquisitions and organic growth. In certain circumstances, such platform employees will include former employees of the Adviser, or current or former senior advisors or consultants to the Adviser and its affiliates. The structure of each platform and the engagement of personnel will vary, including whether a management team’s services are exclusive to the platform and whether the members of the management team are employed directly by the platform or indirectly through a separate management company established to manage such platform. Platform structures will change during the investments’ hold period, for instance, in connection with restructurings or dispositions. The management team of a platform investment will provide services with respect to other platform investments of more than one Fund or provide the same or similar services for unaffiliated parties. The services provided by the platform management team could be similar to, and in some cases overlap with, the services provided by the Adviser to the Funds. There can be no assurance that such management team will lead to a successful investment platform or other portfolio company investments. The Fund will -128-

bear the expenses of the management team or portfolio company, as the case may be, including any sourcing costs and management costs, overhead expenses, management or other fees, employee compensation (including cash compensation and profits-interest), diligence expenses or other related expenses in connection with backing the management team or the build out of the platform company. Such expenses may be borne directly by the applicable Fund as Fund expenses or indirectly as the Fund bears the start-up and ongoing expenses of the newly-formed platform portfolio company. Such costs and expenses will not offset the Advisory Fee and are in addition to Advisory Fees and other compensation (e.g., Incentive Allocation) received by the Adviser. The Adviser has in the past and expects, from time to time in the future to cause one or more Funds to purchase and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Funds, the applicable General Partner, the Adviser and/or Adviser Personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties, against liability in connection with the activities of the Funds. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by the Adviser that cover one or more Funds and/or the Adviser (including Adviser Personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Funds and/or the Adviser on a fair and reasonable basis and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. While the Adviser makes such allocations in its reasonable discretion, a conflict of interest arises in such allocations because the Adviser has an incentive to allocate expenses away from itself more generally and away from Funds that provide more favorable economics to the Adviser. There can be no assurance that a different allocation would not result in a Fund bearing less (or more) premiums, fees, costs and expenses for insurance policies. The Adviser, from time to time, may require, cause, or invite the Funds, and/or a portfolio company, to make contributions to charitable initiatives, or other non-profit organizations that the Adviser believes could, directly or indirectly, enhance the value of the Funds’ investments, assist in completing an acquisition of a portfolio company or other transaction (whether or not documented at the time of such acquisition or transaction), or otherwise serve a business purpose for, or be beneficial to, the Funds or their portfolio company. Such contributions could be designed to benefit employees of a portfolio company, the community in which a portfolio company operates, or a charitable cause essential to, or consistent with, the business purpose of a portfolio company. In certain instances, such charitable initiatives could be sponsored by, affiliated with, or related to, current or former employees of the Adviser, portfolio company management teams, advisors, service providers, vendors, joint venture partners, and/or other persons or organizations associated with the Adviser, the Funds, or the portfolio companies. These relationships could influence the Adviser’s decision whether to require, cause, or invite the Funds, or the portfolio companies, to make charitable contributions. Further, from time to time, such charitable contributions by the Funds, or the portfolio companies, could supplement or replace charitable contributions that the Adviser would have otherwise made. Also, in certain instances, the Adviser, from time to time, may select a service provider, or other counterparty to the Funds or their investments, based, in part, on the charitable initiatives of such person where the Adviser believes -129-

such charitable initiatives could, directly or indirectly, enhance the value of the Funds’ investments or otherwise be beneficial to the portfolio companies. In addition, with respect to the Funds, the Adviser will, on occasion, seek to find, recruit and partner with management leaders to identify, acquire and build portfolio companies (including, without limitation, portfolio companies operating in the broad financial services and asset management sector) through acquisitions and organic growth. After recruiting and partnering with a management team to lead a new portfolio company, the Adviser and/or the Funds may commit start-up capital to fund the management team’s overhead expenses for a period of time (“Start-Up Capital”), typically until the portfolio company completes its first acquisition. Start-Up Capital generally is used to fund the portfolio company’s operations, including the management team’s compensation, as well as traditional due diligence expenses incurred pursuing acquisition opportunities. If the Adviser funds Start-Up Capital, it generally will seek reimbursement from the applicable Funds, typically at or around the time the portfolio company completes its first acquisition. If a Fund purchases in the secondary market at a discount debt securities of a company in which a Fund has, for example, a substantial equity interest, (1) a court might require a Fund to disgorge profit it realizes if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities, or (2) a Fund might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt. The effect of these transactions will vary from jurisdiction to jurisdiction. The Governing Documents of certain Funds permit the Adviser, each such Fund’s General Partner or certain of their affiliates to make certain interim contributions to the applicable Fund in anticipation of an upcoming investment or payment by such Fund, pending receipt of capital contributions in an equal amount from such Fund’s limited partners, the proceeds of which would be distributed such General Partner as a return of such interim contribution, with an interest charge. Such arrangements create potential conflicts of interest between the Adviser, the applicable General Partner or affiliate and the Fund acting as borrower. The Governing Documents of certain Funds permit the Adviser to withhold information from certain limited partners or investors in such Fund in certain circumstances. For instance, information may be withheld from limited partners that are subject to Freedom of Information Act or similar requirements. The Adviser may elect to withhold certain information to such limited partners for reasons relating to the Adviser’s public reputation or overall business strategy, despite the potential benefits to such limited partners of receiving such information. Subject to any limitations imposed by the Governing Documents and anti “assignment” provisions of the Advisers Act, Golden Gate, its affiliates, and personnel are also permitted to offer, restructure, and monetize the revenue streams they currently receive directly or indirectly from the Funds, or expect to receive from the Funds in the future. Subject to any restrictions in the Governing Documents, this monetization could occur in many forms, including: public offerings of Golden Gate or an affiliate; borrowing against Golden Gate’s or the General Partner’s investment in, or right to receive revenues from, one or more Funds; preferred financing or other strategic investment by a third party in one or more Golden Gate entities in which a third party -130-

provides liquidity in exchange for the right to receive a specified return; selling or donating their interests in the Funds or in one or more Golden Gate entities to third parties; or other financial arrangements, including those in which Golden Gate, its affiliates, and personnel agree to pledge, sell, securitize, syndicate, participate, or otherwise encumber or transfer their respective interests. Although Golden Gate 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 Golden Gate in a manner designed to maximize potential proceeds relating to any potential monetization arrangements in the future. To the extent thirdparty funding or borrowings are used to finance General Partner commitment amounts, Golden Gate, and/or its personnel generally will be less aligned with limited partners than would otherwise be the case. Golden Gate will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Fund(s), and regarding the timing in which such distribution is made. As a general matter, to the extent reserve amounts are held in cash by a Fund, intermediate entity or portfolio company, such amounts will not accrue a preferred return under the relevant Fund’s carried interest arrangements unless and until they are used to make an investment or pay expenses or other liabilities. To the extent these amounts do not accrue a preferred return or are not reflected in the relevant Fund’s performance figures, Golden Gate expects to have incentives to continue to hold the amounts for extended periods. Although the Governing Documents generally contain broad exculpation and indemnification provisions, Golden Gate will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act. The relevant liability standards under insurance coverage procured by Golden Gate 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 coverages are 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 Golden Gate’s insurance coverage are higher or lower than that set forth in the Governing Documents. Additionally, while co-investors and/or co-investment vehicles have the potential to benefit from the General Partner’s appointment of portfolio company directors, they typically will not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Fund. Different conflicts may exist with respect to investments in different Funds. The Adviser and/or General Partner are granted broad discretion under the Funds’ Governing Documents, including on matters such as expense or fee/offset allocation, transaction structuring and other matters, and such discretion could create a conflict between the Adviser and/or General Partner and a Fund. Please see the discussion above under the sub-heading “Resolution of Conflicts” for a description of the means by which the Adviser and its related persons may seek to alleviate conflicts of interest among the Funds or other persons. -131-

“Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration:

A broker’s execution capabilities with respect to the relevant type of order.

The commissions charged by a broker, which may be based on the size of the order, the price of the security, and whether the receipt of products or services is involved.

The broker’s reputation and responsiveness to requests for trade data and other financial information.

Other factors suggested by the SEC for determining best execution, which include: o The amount of business with each broker-dealer and the justification for directing trades to those broker-dealers, such as the quality of research provided by the broker-dealer. o The gross compensation paid to each broker-dealer. o The competitiveness of commission rates and spreads, including the documentation to support such competitiveness, i.e., comparison of “standard” commission rates or “minimum” transaction costs between broker-dealers offering comparable products and services. o Statistics or other information by independent consultants on the relative quality of executions/financial services by each broker-dealer. o The financial strength (net capital) of each broker-dealer, if relevant. -132-

o The broker-dealer’s ability to respond promptly to inquiries during volatile markets. o The value of privacy considerations, liquidity, price improvement and lower commission rates on electronic communications. o The broker-dealer’s general reputation and ability to execute an order in an appropriate time frame (i.e., the overall responsiveness of the broker-dealer, as expressed in how well the broker-dealer serves the Adviser and its clients). o To the extent consistent with achieving best execution, the Adviser may consider other business a particular broker or dealer may have done with the Adviser, such as identifying investment opportunities, performing investment banking services and providing services to the Adviser’s principals. o The ability and willingness of the broker-dealer to commit capital or financing and provide prompt and accurate execution and settlement. o Whether the broker-dealer makes a market in a security and/or finds sources of liquidity. o The ability of the broker-dealer to maintain Golden Gate’s anonymity. o The broker-dealer’s trading expertise, including its ability to minimize total trading costs and to trade without unduly impacting the market. o The belief that the broker-dealer charges a fair and reasonable fee for each trade and that the Clients have been treated fairly and honestly in prior trades. o The quality of execution, quality of broker-dealer relationship, quality of service rendered by the broker-dealer in other transactions. In general, for any Fund transactions involving publicly-traded securities, the Adviser allocates such transactions to brokers on the basis of best available execution and in consideration of such broker’s provision of brokerage, research, and other services that the Adviser reasonably believes are of benefit to the Funds. In order to monitor best execution, the Adviser will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Fund. The Adviser needs only take into account those factors for which data is reasonably available to it and that it deems relevant for assessing the quality of execution based on the nature and frequency of the relevant transaction(s). The Adviser may “pay up” (e.g., pay a higher commission to execute a trade than the lowest available negotiated commission) using a portion of a broker-dealer’s brokerage commission (i.e., -133-

soft dollars) for brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. A broker-dealer providing such brokerage and research services may receive a commission that is in excess of the amount of commission another brokerdealer would have received for effecting that transaction provided the Adviser determines in good faith that such commission was reasonable in relation to the value of the research and brokerage services provided by the broker-dealer. Any such research service may be broadly useful and of value to the Adviser in rendering investment advice to all or a significant portion of the Funds or may be relevant and useful for the management of one or only a few Funds’ accounts, regardless of whether such account or accounts paid commissions to the broker-dealer through which the research service was provided. The Adviser will only make securities transactions that it in good faith believes are in the best interest of the applicable Fund. A conflict of interest exists when a broker-dealer provides such research services, however, as the Adviser will have an incentive to favor such broker-dealer over others that charge lower commissions. Aggregation of Trades As noted above, the Adviser and its affiliates may aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. The Adviser often employs this practice because larger transactions may enable the Adviser to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Adviser and its affiliates may combine orders on behalf of Funds with orders for other Funds for which the Adviser or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Adviser and its affiliates generally intend to aggregate trade orders for publicly traded securities so that each participating Fund receives the average price for each execution of a transaction. If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation may be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

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Reporting Investors in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund within ninety (90) days after the fiscal year end of such Fund. In addition, investors in the Funds typically receive quarterly performance reports generally within sixty (60) days after each fiscal quarter end. In addition to general Fund reporting, the Adviser may, in its sole discretion, provide additional information or more frequent reports to certain investors that other investors will not receive.

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The practice of bearing such fees over time through offset provides a benefit to Golden Gate in that it generally results in prompt payment to the relevant placement agent without requiring Golden Gate immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Advisory Fees.

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Investment advice is provided directly to the Funds and not individually to the investors in the Funds. Services are provided to the Funds in accordance with each such Fund’s Governing Documents. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of the applicable Fund. The Adviser or applicable sub-adviser has the discretion to determine, without consent of the Funds or the investors in the Funds, the particular securities or instruments to be bought and sold in accordance with the terms and conditions of the applicable Governing Document of each Fund. The Adviser or applicable sub-adviser will provide investment advice to the Funds, possibly subject to certain limitations and restrictions on the Funds as to diversification and type of permitted investments. Funds will typically make direct investments in companies, although the Adviser or applicable sub-adviser may in its discretion form an AIV with respect to particular investments. AIVs are generally established in order to invest alongside or in the place of one or more Fund in a particular investment opportunity or opportunities, and the Adviser or applicable sub-adviser typically has limited discretion to invest the assets of the alternative investment vehicles independent of these limitations as set forth in the Governing Documents of the applicable Fund.

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It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any Vote, and these policies and procedures have been designated with that in mind. However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its Vote or consent on any matter if, in the judgment of the Adviser’s Chief Compliance Officer, the General Counsel, or the senior management of the Adviser, the costs associated with voting such Vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. In connection with the voting of Votes, the Adviser’s personnel may, in their discretion, meet with members of a portfolio company’s management to discuss matters of importance to the Funds and their economic interests. Funds generally cannot direct the Adviser’s Vote. All Votes are initially referred to the appropriate investment professional(s) for a decision. In most cases, the investment professional(s) covering the particular investment will make the decision as to the appropriate action for any particular Vote. In making such decision, he or she may rely on any of the information and/or research available to him or her as well as the standard Voting positions adopted by the Adviser pursuant to its Voting policies and procedures. If the investment professional is making the Voting decision, the investment professional will inform the Adviser’s Chief Compliance Officer and the General Counsel of any such Voting decision, and, barring any issues from his or her conflict-of-interest review, the Vote will be voted in such manner. If the investment professional and the Chief Compliance Officer or the General Counsel are unable to arrive at an agreement as to how to Vote, then the Chief Compliance Officer or the General Counsel may consult with the Adviser’s senior management as to the appropriate Vote, who will then review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Funds’ holdings. The Adviser has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. Voting decisions may require a conflict of interest review by the Chief Compliance Officer and the General Counsel in accordance with the Adviser’s policies and procedures, which may include the consideration of whether the Adviser or any investment professional or other person recommending how to vote has an interest in how the Vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles -139-

set forth above, according the first priority to the best interest of the relevant Funds. Where deemed appropriate, unaffiliated third parties may be used to help resolve conflicts or to otherwise assist the Adviser in fulfilling all or part of its Voting obligations. In this regard, the Adviser may retain independent fiduciaries, consultants, or professionals to assist with Voting decisions and/or to which Voting and/or consent powers may be delegated in accordance with its proxy voting policies and procedures. In certain circumstances, copies of relevant proxy logs identifying how proxies were voted in connection with a Fund, and copies of proxy voting policies, may be made available to a client upon written request to: Chief Compliance Officer Golden Gate Private Equity, Inc. One Embarcadero Center, 39th Floor San Francisco, CA 94111

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