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HRTG Gpe, LLC: investment adviser

HRTG Gpe, LLC is an investment adviser registered with the SEC (file 801-73343, CRD 157389). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$27.1B
Discretionary
100%
Accounts
22
Employees
26
In advisory roles
8
Disclosures
0

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles22$27.1B100.0%

How it is paid

  • A percentage of assets under your management
  • Other: Performance allocation or carried interest

Services

  • Portfolio management for pooled investment vehicles (other than investment companies)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
Montague Island LLCCompany (U.S.)Non-managing member of HRTG gpe, LLCC 25% to 50%Dec 2020Yes
Alsace Oneida, LLCCompany (U.S.)Withdrawn member of HRTG gpe, LLCB 10% to 25%Dec 2020
Kevin KellyPersonChief investment officer and managing member of HRTG gpe, LLCB 10% to 25%Jan 2019Yes
Mark Stephen OeiPersonWithdrawn member of HRTG gpe, LLCA 5% to 10%Sep 2016
Kevin Thomas SlempPersonTrustee of west eighth streetA 5% to 10%Jun 2024
West Eighth StreetCompany (U.S.)Withdrawn member of HRTG gpe, LLCA 5% to 10%Jun 2024
Meredith Leigh WiedemanPersonTrustee of west eighth streetA 5% to 10%Jun 2024

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Irwin Robert GrossAlsace Oneida, LLC Oneida, LLCPersonF General partner, trustee or managing memberYes
Irwin Robert GrossIrwin R. Gross 2020 Irrevocable Gross 2020 Irrevocable Trust TrustPersonF General partner, trustee or managing memberYes
Betsy Andrews JohnsonPort Orford TrustPersonF General partner, trustee or managing memberYes
Michelle Jodi WachsAlsace Oneida, LLC Oneida, LLCPersonF General partner, trustee or managing memberYes
Michelle Jodi WachsMichelle J. Wachs 2020 J. Wachs 2020 Irrevocable Irrevocable Trust TrustPersonF General partner, trustee or managing memberYes
Irwin R. Gross 2020Alsace Oneida, LLCCompany (U.S.)C 25% to 50%
Michelle J. Wachs 2020Alsace Oneida,Company (U.S.)C 25% to 50%

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

The firm answered No to every disciplinary question on Form ADV (Item 11).

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

HRTG Gpe, LLC - Form ADV Part 2A, filed Mar 31, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Introduction HRTG GPE, LLC (“HRTG”), a Delaware limited liability company, seeks to compound capital over the long-term by pursuing long-term collaborations with business partners who are specialists in various forms of investments. These collaborations can take many shapes – some are passive investments alongside owner-operators; some by direct investments in operating companies; some with skilled operators in real estate or different forms of private investments; some in coinvestments alongside trusted partners; and, occasionally, investments in funds where appropriate. For purposes of this Brochure, the “Adviser” means HRTG, together (where the context permits) with HRTG Management, L.P. (“HRTG Management”) and HRTG GPE KY, LLC (“HRTG KY”).

Read the rest of Item 4 (830 more words)

The firm was founded on January 28, 2010 and is privately-held. The principal owner of HRTG is Montague Island LLC. The majority of each of HRTG Management and HRTG is owned, directly or indirectly, by senior members of management, longtime employees of HRTG Management, and certain of their related estate-planning vehicles. The principal owners of HRTG Management are Keith Johnson and Kevin Kelly. The principal owner of HRTG KY is HRTG. HRTG Management and HRTG KY are under common control with HRTG, and HRTG Management possesses a substantial identity of personnel with HRTG. HRTG Management has responsibility for the day-to-day operations of the Investment Vehicles (as defined below) advised by HRTG, and HRTG KY is the investment manager of certain Investment Vehicles advised by HRTG. Types of Advisory Services HRTG provides investment advisory services to, and is general partner of, various investment funds that are primarily structured as limited partnerships and may be domiciled in the United States or abroad, at the discretion of the Adviser. The “Main Fund” consists of feeder funds (“Feeder Funds”) and master funds (“Master Funds”) in a multi-master/multi-feeder structure, pursuing a global investment program, as described further in Item 8. In addition to the Main Fund, the Adviser has also established, and may establish in the future, investment funds that are intended to pursue multiple co-investment opportunities generated in connection with the Main Fund (each, a “CIF”). The Adviser also from time to time provides advisory services to special purpose vehicles established for the purpose of making co-investments separate from the CIFs (the “SPEs”), as further described in Item 11 below. The Main Fund, CIFs and the SPEs are referred to throughout this Brochure as the “Funds” and, collectively with all other co-investment or special purposes vehicles established by the Adviser, as “Investment Vehicles.” For the avoidance of doubt, references throughout this Brochure to “Funds,” “Investment Vehicles,” “CIFs,” and “SPEs” shall not be deemed to include any investment funds or vehicles advised by an invested manager (as defined in Item 8 - Investments in Underlying Managers). Investment advisory and supervisory services are provided by HRTG to the Funds pursuant to and in accordance with the respective limited partnership agreements and other governing documents of the Funds (the “Partnership Agreements”) and 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. Investors in the Funds should review the Funds’ offering and organizational materials for more detailed information.

A significant portion of the investment portfolios of the Funds consists of interests in private investment vehicles (e.g., investment funds, co-investments, and joint ventures) or accounts (collectively, “underlying funds”) managed by third parties or other investment advisers (collectively, “underlying managers”). The investment portfolios of the Funds also include other assets, including, but not limited to, publicly traded securities of operating businesses, structured credit, debt securities, investment contracts, derivatives, swaps, options, commodities, digital assets, currencies, real estate, fixed income securities, securities traded over the counter, and private or restricted securities acquired that are held directly by the Funds, held by the Funds in brokerage accounts or held in separate accounts owned by the Funds and managed by the Adviser or by underlying managers. HRTG has delegated responsibility for the day-to-day operations of the Funds to HRTG Management, which is an affiliated advisory company and relying advisor. HRTG has not, however, delegated to HRTG Management the authority to make actual investment acquisition and disposition decisions or to select third party managers or investment vehicles with or in whom to invest. HRTG may replace HRTG Management from time to time in its sole discretion and may assign to HRTG Management the right to receive advisory fees and reimbursements otherwise payable to HRTG by the Funds. The Funds are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and their securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). 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 the Partnership Agreements and, if applicable, the private placement memorandum of the applicable Fund(s) (each, a “PPM”). Investment restrictions for the Funds, if any, are generally established in the Partnership Agreements and PPMs (collectively with any other organizational or offering documents of a Fund, a Fund’s “Governing Documents”). The Adviser may, in its sole discretion, establish “Affiliated Funds” (as defined in Item 11 below) at any time, including vehicles utilizing non-partnership structures such as managed accounts. The Funds may also make use of “pooling vehicles” through which one or more entities or accounts makes investments in underlying funds or other assets. Wrap Fee Programs The Adviser does not sponsor wrap fee programs. Discretionary Assets Under Management As of December 31, 2025, the Adviser managed a total of $27,095,397,281 of client assets on a discretionary basis.

Item 5. Fees and compensation

Advisory Fees As compensation for investment supervisory services rendered to the Main Fund, the Adviser will be entitled to receive advisory fees (“Advisory Fees”) from the Main Fund, payable quarterly in advance on the first day of each calendar quarter, and calculated as a percentage of the

aggregate capital account balances of the investors in the Feeder Funds as of such date. The Main Fund has two series of investor interests, “Series A Interests” and “Series B Interests” (each, a “Series”). Series A and Series B Interests bear Advisory Fees at different rates. Investors who make (or increase) a capital commitment to the Main Fund will be required to designate the Series to which all or a portion of any such capital commitment is made at the time of their subscription or increase.

Read the rest of Item 5 (3,771 more words)

The Adviser may elect from time to time to offer additional Series and/or restrict the offering of new interests in the Main Fund to only one or more Series. Advisory Fees will be calculated taking into account any contributions, distributions or withdrawals as of such date. A pro-rated Advisory Fee will be assessed on any capital contributions to the Main Fund accepted as of any date other than the first day of a fiscal quarter. The Adviser is authorized to, and does, deduct any and all fees and expenses (including, with respect to the Main Fund, the Advisory Fee) when due from the assets of the Funds. Amounts corresponding to those payments will be automatically deducted from the capital accounts of the investors. Proportionate shares of fees and expenses paid by the Master Funds (including, e.g., advisory and performance fees and expenses of underlying managers) are borne by investors in the Feeder Funds. With respect to any withdrawal from the Main Fund, Advisory Fees and a reasonable share of expenses, which will be determined by HRTG in good faith, will continue to be paid or accrued on the assets of a withdrawing investor’s account and will be calculated based on the investor’s liquidating sub-account created in connection with the withdrawal, if any. Advisory Fees will not be refunded in connection with a withdrawal. The process of withdrawal and the associated fees and expenses are described in detail in the Governing Documents and should be reviewed by investors prior to their investment. At the annual election of the Adviser, all or a portion of the Advisory Fees may be replaced by a special priority allocation and distribution of Feeder Fund profits to the Adviser. Pursuant to such election, the Adviser may be required to return distributions received in lieu of the Advisory Fee if the Feeder Funds fail to generate sufficient items of profit. The precise amount of, and the manner and calculation of, the Advisory Fees for the Main Fund are established by the Adviser and are set forth in the Partnership Agreements and/or Governing Documents of the Feeder Funds, and may be modified from time to time. Fees may differ among investors in the Feeder Funds (in addition to Advisory Fee differences as between the Series, as noted above). The Adviser may, in its sole discretion and at any time, waive all or any portion of the Advisory Fee with respect to certain investors, including investors who are employees, former employees, or employees of related persons or former related persons of the Adviser. Any such waiver will reduce the overall Advisory Fees paid to the Adviser, but will not reduce the fees paid by any investor whose fees are not waived or otherwise specifically reduced. The existing CIFs and SPEs do not, as of the date of this Brochure, pay the Adviser any Advisory Fees. However, the CIFs and certain SPEs have charged, and may in the future charge, carried interest, which is described in Item 6 below. Any carried interest owed by investors in a CIF or SPE was, or will be, paid by deducting such amounts from the investors’ capital accounts if and when due in accordance with the terms of such CIF’s or SPE’s Governing Documents. The fee terms of any CIF or SPE, including any Advisory Fees and carried interest, will be negotiated on a vehicle-by-vehicle basis and will be described in the Governing Documents of each CIF and SPE. These fees could include asset-based fees and expense reimbursements, carried interest, performance fees or such other fees as may be negotiated with the Adviser from time to time.

Except as described in the Governing Documents of the applicable CIF or SPE, the Adviser will not be required to charge fees to CIFs and SPEs and fees paid by the CIFs and SPEs will not offset the Advisory Fees payable by any Fund. Advisory Fee Offsets The Advisory Fees payable by the Main Fund to HRTG will be reduced by an aggregate amount equal to one hundred percent of any transaction, commitment, break-up, advisory, syndication, guarantee, directors, officers, management and other fees (net of any applicable expenses) paid by an underlying fund or portfolio company to HRTG (or any managing member of HRTG) that would not, if earned directly by a Feeder Fund, cause such Feeder Fund to cease to qualify as an “investment partnership” under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). For the avoidance of doubt, any such fees paid to HRTG or any managing member of HRTG after the Main Fund has exited (or is in the process of exiting) an investment do not reduce the Advisory Fee. The Advisory Fees will not be offset by directors’ fees received from a publicly traded issuer, provided that the fees do not exceed the fees paid to the company’s outside directors generally. From time to time, the Adviser may maintain any fees received that are subject to offset in accounts that bear interest before the amount of such fees offset the Advisory Fee. Any such interest does not reduce the Advisory Fees or otherwise benefit the Main Fund or its investors. The Advisory Fees paid by the Main Fund will generally also be reduced by: (1) the amount of fees paid by the Main Fund to placement agents, if any, in connection with the offer and sale of interests in the Feeder Funds and (2) the amount, in the aggregate, that specified Main Fund expenses (as specified in the Main Fund’s Partnership Agreements) exceed 0.05 percent of the Main Fund’s net asset value as of the end of the applicable fiscal year. Expenses The Governing Documents for each Fund set forth the fees and expenses related to the Funds, including methods of allocation of those fees and expenses between HRTG and the Funds (and therefore the investors). Prospective investors should carefully review those documents prior to making an investment in the Funds. Each Fund will bear all expenses relating to it that are not otherwise borne by the underlying funds or companies in which such Fund invests (“portfolio companies”), including, but not limited to:

out-of-pocket expenses associated with the organization of HRTG, its affiliates, a Holding/Pooling Vehicle (as defined below) or the Funds, or the syndication of interests therein and any costs and expenses incurred in connection with the preparation of amendments to documentation of HRTG, its affiliates or the Funds; fees of third-party administrators, managers, advisors and service providers (including industry experts) as well as legal, accounting, audit, valuation (including fairness opinions, such as those obtained in connection with secondary transactions or continuation vehicles), tax, regulatory, compliance/advisory, quality control and assurance (including due diligence visits to any of the foregoing), depositary, custodial, registered agent and other professional fees (including all costs and expenses associated with the registration of securities under applicable securities laws); consulting fees relating to services rendered to, or related to the operations of, the Funds or any special purpose vehicles and/or any holding entities (e.g., “blockers”), “below-the-fund” feeder entities, special purpose vehicles or other investment conduits (“Holding/Pooling Vehicles”);

banking, brokerage, registration, qualification, finders, private-placement, depositary and similar fees or commissions, as well as all out-of-pocket costs and expenses associated with due diligence (including third-party diligence software and service providers) on investment opportunities or managers (whether consummated or not); transfer, capital and other taxes, as well as charges, duties and fees; any out-of-pocket costs (including broken-deal, unconsummated deal and similar fees and costs, costs of data, research, market intelligence, expert network and similar services, costs and expenses incurred in assisting a portfolio company with legal, compliance, tax, accounting and other operational matters, and any costs or expenses that are passed through to a Fund by a portfolio company for any reason at any time, which could be greater than a Fund’s pro rata share) incurred in developing, evaluating, acquiring, holding, monitoring, selling or otherwise managing or disposing, or hedging against changes in the value, of the Funds’ assets or obligations, as well as out-of-pocket travel expenses (including private and charter plane costs) incurred in exploring, researching, investigating, evaluating, structuring or monitoring investments or investment opportunities (whether consummated or not), including, for the avoidance of doubt, any costs or expenses that are passed through to the Funds by a portfolio company for any reason at any time; costs and expenses associated with the organization and maintenance of Investment Vehicles (including CIFs and SPEs), alternative investment vehicles or other Funds or vehicles managed by the Adviser or an affiliate thereof, regardless of whether such vehicle completes an investment, including with respect to each of the foregoing, the portion of any such fees, costs and expenses that may otherwise be allocable to a Fund; costs and expenses associated with any reorganization, recapitalization, redomiciliation or restructuring of a Fund, the Affiliated Funds (as defined in Item 11 below), the Holding/Pooling Vehicles and/or similar vehicles, whether currently existing or formed in the future, whether consummated or not, and any amendments to the constituent documents relating thereto; costs and expenses associated with the organization and maintenance of (including amendments to any documentation related to) any Holding/Pooling Vehicles; insurance premiums (including premiums for cybersecurity insurance and premiums for insurance purchased and maintained in connection with the indemnification of the Funds, HRTG (or any member, employee or agent thereof) in its capacity as the general partner of the Funds, certain affiliates of HRTG in their capacity as such, or any other person in connection with the investments/activities of the Funds, including service by such person, at the request of HRTG, as an officer or director of a portfolio company, as described in the Partnership Agreements); indemnification of persons to whom the Funds have undertaken an indemnification obligation, costs of actual, threatened, or otherwise anticipated (or that HRTG believes may be threatened or otherwise anticipated) litigation, arbitration, mediation, court action, or other adjudicative proceeding, judgments and settlements and other extraordinary expenses, including, with respect to each of the foregoing, the portion of any such fees, costs and expenses that may otherwise be allocable to the other Funds; fees, costs and expenses of preparing and distributing financial statements, other reports, notices and disclosures and responding to investor information requests (including any costs involved in conforming to investor-requested reporting templates) as well as the fees, costs and expenses of legal and other professional advisors incurred in connection therewith;

expenses associated with making capital calls from and distributions to investors, including fees and expenses of information technology used to facilitate all such activities; all fees, costs and expenses of preparing and filing governmental returns, reports and other regulatory filings and reports and all fees, costs and expenses of governmental examinations, audits, investigations and similar proceedings, in each case relating to the Funds, their investments, the Adviser, or any affiliated carry vehicle of HRTG, including, without limitation, fees, costs and expenses of legal and other professional advisors incurred in connection therewith and the portion of any such fees, costs and expenses that may otherwise be allocable to other Funds; costs of meetings of investors (including current Fund investors), meetings with certain investors and portfolio companies and (to the extent provided in the Partnership Agreements) meetings of the Board of Directors (including, in the case of each of the foregoing, entertainment, travel and other out-of-pocket costs (including private and charter plane costs) incurred in connection with attending such meetings (which may include expenses incurred by HRTG, the Adviser (including with respect to employees) and members of the Board of Directors); the repayment of principal and interest of, and all expenses incurred in connection with, any indebtedness of the Funds or other credit arrangement; amounts paid to or for the benefit of portfolio companies other than as capital contributions thereto or in exchange for securities issued thereby; the Advisory Fee; advertising (including event sponsorship, membership, attendance and professional or industry organization costs) and public notice costs; costs and expenses associated with preparing and filing Funds’ tax returns and tax reports (including K-1 forms), making tax elections and determinations, and similar activities, including costs and expenses incurred by HRTG in its capacity as partnership representative or by the designated individual or a similar role under state or local law; all expenses incurred in connection with the collection of amounts due to the Funds from any person, including all costs and expenses associated with a defaulting investor (but only to the extent not paid by the applicable defaulting investor); taxes and other governmental charges imposed upon, or required of, the Funds; winding-up and liquidation expense; costs and expenses incurred by a Fund, a Holding/Pooling Vehicle, HRTG, any affiliated carry vehicle of HRTG, HRTG Management, any Holding/Pooling Vehicle, and any advisory company or any affiliates of any of the foregoing in connection with their compliance with any law or regulation related to their activities, including all fees, costs and expenses incurred with respect to their regulatory or compliance obligations (A) as a result of investments (or contemplated investments) in certain portfolio companies, which may include, for example, but is not limited to, updates to the Adviser’s policies and procedures with respect to such portfolio companies, (B) under the Advisers Act of 1940, as amended (the “Advisers Act”) (which includes fees, costs and expenses of compliance consultants, legal fees, costs, and expenses and all fees, costs and expenses related to the preparation and filing of Forms ADV and PF for HRTG, HRTG Management, and any affiliates of any of the foregoing), (C) 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 any such obligations arising out of any rules adopted by the SEC or other regulatory agency, the Alternative Investment Fund Managers Directive or the securities law of any jurisdiction, or from

managing compliance with any FATCA Rule or similar regimes) and (D) applicable privacy laws, including the portion of any such fees, costs and expenses that may otherwise be allocable to other Funds; costs of developing, licensing, implementing, maintaining or upgrading software, datasites, cloud services and other information technology (including third-party research data subscriptions and similar products) for the benefit of the Funds or investors, including the portion of any such fees, costs and expenses that may otherwise be allocable to other Funds; fees, costs and expenses of hosting, attending and sponsoring meetings, conferences and events for current, prior and prospective investors, portfolio companies and other strategic relationships and industry organizations (including, in the case of each of the foregoing, the costs of entertainment and the travel and other out-of-pocket costs (including private and charter plane costs) incurred in connection with hosting, attending and sponsoring such meetings, conferences and events) which for the avoidance of doubt may include payments to portfolio companies or the Adviser (or any affiliates of any of the foregoing) or industry organizations; fees, costs and expenses of attending and participating in board meetings of portfolio companies and other persons including the travel and other out-of-pocket costs (including private and charter plane costs) incurred in connection therewith; costs associated with the transfer or withdrawal of an investor’s interest in the Funds to the extent not borne by such investor or transferee; any other expenses not listed in the preceding clauses that are not normal operating expenses of HRTG, any affiliated carry vehicle of HRTG, HRTG Management or any related advisory company; and any expenses determined by HRTG in its sole discretion to be similar or related in type, nature and/or purposes to the expenses enumerated in the foregoing, even if such expense is not explicitly referred to therein.

For the avoidance of doubt, all references to “including” are intended to be illustrative and not limiting, and shall be deemed to mean “including, without limitation.” As used throughout this Brochure, travel expenses and costs shall be deemed to include, without limitation, commercial and non-commercial transportation costs (including chartered, private plane, first class or business class travel and private car travel), meals and entertainment, lodging and accommodations. The Adviser may choose to utilize private or chartered aircraft for Fundrelated travel (including events for current and prospective investors) in its sole discretion, including, but not necessarily limited to scenarios where the Adviser deems private aircraft to be a more reasonable or efficient travel option (due to the availability and/or timing of commercial flights, the number of individuals in the traveling party or otherwise) or where the Adviser believes that there are other tangible or intangible benefits to private aircraft travel that provide value to or otherwise support the goals of a Fund (e.g., allowing for collaboration among Adviser personnel, current or prospective investors and/or personnel associated with certain Fund investments). Even if commercial transportation options are available, the Adviser has no obligation to utilize such options and the cost associated with the use of private aircraft will generally be borne by a Fund, where the travel expense is otherwise permitted to be borne by a Fund under such Fund’s Governing Documents. Expenses that would otherwise be payable by the Adviser may be reduced through the use of “soft” dollars, as discussed in Item 12 below.

The Adviser, from time to time, engages one or more fund administrators, compliance consultants, or similar service providers to perform certain functions in relation to the Funds and/or the Adviser, as applicable, which services may include coordination of the Funds’ legal entity management function, anti-money laundering or “know your customer” diligence and investor verification services in connection with the onboarding, periodic refresh, and ongoing participation of investors in a Fund, execution and recordkeeping associated with applicable tax elections and filings, support for the valuation process and investor correspondence, support with respect to investor data management, reporting requests and compliance obligations of the Funds or the Adviser, including the preparation and distribution of regulatory reporting with which the Funds or the Adviser, as applicable, are required to comply. In certain instances, employees of such service providers dedicate substantially all of their time to the Funds or Adviser or spend all or a significant majority of their business time at the Adviser’s offices. These expenses related to such service provider employees are borne by the Funds. In addition, the Funds will bear the expenses of all third-party administrator service providers that otherwise qualify as Fund expenses to be borne by the Funds even if there is some overlap in services performed by such third-party administrator and Adviser personnel. Each Fund will generally bear its own expenses. Expenses, otherwise qualifying as Fund expenses, which are paid or incurred for the benefit, or to satisfy obligations, of multiple Funds shall be allocated equitably among such entities by HRTG in its reasonable discretion (which, for the avoidance of doubt, shall generally include apportioning Fund expenses reasonably determined by HRTG to be directly attributable to a specific investment in proportion to the respective amounts invested by each Fund participating in such investment); provided that certain expenses related to (i) insurance premiums (including premiums for insurance purchased and maintained in connection with the indemnification of the Funds, HRTG (or any member, employee or agent thereof) in its capacity as the general partner of the Funds, certain affiliates of HRTG in their capacity as such, or any other person in connection with the investments/activities of the Funds, including service by such person, at the request of HRTG, as an officer or director of a portfolio company, as described in the Partnership Agreements); (ii) fees, costs and expenses of preparing and filing governmental returns, reports and other regulatory filings and reports and all fees, costs and expenses of governmental examinations, audits, investigations and similar proceedings, including, without limitation, fees, costs and expenses of legal and other professional advisors incurred in connection therewith; (iii) costs of compliance with applicable securities laws, including, but not limited to, all fees, costs, and expenses incurred with respect to regulatory or compliance obligations under the Advisers Act (which includes, without limitation, fees, costs and expenses of compliance consultants, legal fees, costs, and expenses, and all fees, costs and expenses related to the preparation and filing of Forms ADV and PF for HRTG), and applicable privacy laws; (iv) costs of developing, licensing, implementing, maintaining or upgrading software, datasites, cloud services and other information technology (including thirdparty research data subscriptions and similar products); (v) fees, costs and expenses of hosting, attending and sponsoring meetings, conferences and events for current, prior and prospective investors, portfolio companies and other strategic relationships and industry organizations (including, in the case of each of the foregoing, the costs of entertainment and the travel and other out-of-pocket costs (including private and charter plane costs) incurred in connection with hosting, attending and sponsoring such meetings, conferences and events); and (vi) fees, costs and expenses of attending and participating in board meetings of portfolio companies and other persons, including the travel and other out-of-pocket costs (including private and charter plane costs) incurred in connection therewith, will generally be borne by the Main Fund and not the CIFs or SPEs.

Each Fund will bear its share of the expenses of the underlying funds and portfolio companies. Each Feeder Fund will bear its share of the expenses of the Master Funds. HRTG may elect to pay certain expenses at the Master Fund level on behalf of one or more Feeder Funds, and such expenses will be subsequently allocated to the appropriate Feeder Funds in accordance with the Governing Documents. In addition, to the extent that any other Funds are part of a similar structure, the same will apply. Each Fund will reimburse the Adviser for any Fund expenses incurred by the Adviser on behalf of such Fund, and HRTG may, in its sole discretion, assign to HRTG Management the right to receive reimbursements otherwise payable to HRTG under a Fund’s Partnership Agreement. See “Conflicts with Respect to Allocation of Expenses” in Item 11 below for more information on how the Adviser generally resolves conflicts with respect to expenses and allocation of such expenses among the Funds. Each investor in the Feeder Funds, CIFs and SPEs bears its own fees, costs, and expenses and losses associated with its participation in the Funds, including any reasonable legal and other outof-pocket expenses incurred by the Fund. In addition, each investor in the Feeder Funds, CIFs and SPEs bears the cost of all closings of such Funds, including closings unrelated to such investor. Expenses incurred on behalf of the investor in connection with, e.g., a transfer of an investor’s interests, will be borne by such investor. The Adviser is authorized, and will, deduct expenses incurred on behalf of an investor from such investor’s capital account.

Item 6. Performance-based fees and side-by-side management

The Adviser, or an affiliate of the Adviser, charges Series B Interests of the Main Fund a performance allocation (the “Performance Allocation”). The precise amount of, and the manner and calculation of, the Performance Allocation for Series B Interests of the Main Fund are established by HRTG, and are set forth in the Main Fund’s Governing Documents and may be modified from time to time. HRTG may at any time waive or reduce all or a portion of any Performance Allocation allocable with respect to any investor. The Adviser does not currently charge Series A Interests of the Main Fund any Performance Allocation. In addition, the Adviser, or an affiliate of the Adviser, has charged, and may in the future charge, carried interest with respect to one or more of the CIFs and SPEs.

Read the rest of Item 6 (275 more words)

HRTG may at any time waive or reduce all or a portion of any such carried interest allocable with respect to any investor. The precise amount of, and the manner and calculation of, carried interest charged for a CIF or SPE is established by HRTG, and is set forth in the applicable Governing Documents received by each investor prior to investment in a CIF or SPE. The receipt of the Performance Allocation, carried interest or other incentive-based compensation could create a performance-based incentive for the Adviser to cause certain investment opportunities to be allocated to certain Funds in preference to other Funds that may not pay such incentive-based compensation or that pay incentive-based compensation at a lower rate (or a lower effective rate). Please see “Investors Will Experience Different After-Tax Returns” in Item 8 for additional details with respect to certain taxes that will be disregarded for purposes of calculating the Performance Allocation but that will impact returns. To the extent the Adviser charges Series A Interests a performance-based fee, it will be done in a manner that is consistent with the applicable Partnership Agreements. The Funds, to the extent charged by underlying portfolio investments, do, and will in the future, bear their share of any performance-based fee or carried interest paid in connection with such portfolio investments.

Certain members of the Board of Directors of HRTG manage other funds that charge a performance-based fee in which the Funds may invest; however, such persons do not have authority to make investment decisions for the Funds. Please see Item 11 below for additional information relating to how conflicts of interests are generally addressed by the Adviser.

Item 7. Types of clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice is provided directly to the Funds and not individually to investors in the Funds. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Interests in the Feeder Funds generally are offered to persons that are (i) “accredited investors,” as defined in Regulation D under the Securities Act and (ii) “qualified purchasers” (as defined in the 1940 Act) or are otherwise qualified to invest in a “3(c)(7) fund,” and that meet other qualifications established by the Adviser, and may

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include, among others, high net worth individuals, pension plans, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships and limited liability companies or other entities. Certain of the Funds are exempt from registration in reliance on Section 3(c)(1) of the 1940 Act and whose investors may not be, at the time of their investment, “qualified purchasers.” Prospective investors should note that the Governing Documents indicate that the Adviser generally requires certain minimum investment amounts for investors in the Funds. These initial investment and/or capital commitment minimums for the Funds are subject to reduction or waiver, and have been reduced or waived, at the Adviser’s sole discretion. The Governing Documents for the CIFs and SPEs contain additional restrictions on amounts that investors are permitted to commit to those vehicles.

Item 8. Methods of analysis, investment strategies and risk of loss

Methods of Analysis and Investment Strategies Investment Approach of the Main Fund The Main Fund is a private, evergreen investment partnership with no fixed termination date. The Main Fund seeks long-term capital appreciation by investing across a range of asset classes, including public and private equity, real estate, and credit, and does so without fixed allocation targets or broad diversification requirements. The investment team does not manage separate investment programs or separately managed accounts. Instead, by focusing on a single portfolio of its highest conviction ideas, the Adviser believes it can concentrate its efforts more effectively and better deliver long-term returns for investors.

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The Main Fund typically maintains a concentrated portfolio, with capital allocated to investments in which the Adviser has a high degree of conviction. The Adviser may also establish smaller positions to evaluate new investment ideas or relationships; these positions are subject to the same monitoring and evaluation processes as larger positions, and the allocation of capital may be adjusted based on ongoing assessment. Collaborating with third parties is a central component of the Adviser’s investment approach. The Adviser maintains a network of company builders, management teams and investment partners

across disciplines, and may engage in various forms of partnership, including passive investments alongside owner-operators, direct investments in operating companies, co-investments alongside third parties and, in certain cases, investments in private investment funds managed by third parties. Public Equity The Adviser’s public equity portfolio approach is based on active management combined with passive management or indexing. Public equity investments typically (but do not necessarily) include small/microcap mandates, sector-focused investments, concentrated global or regional stock pickers, country-specific specialists, and indexed or benchmark-sensitive strategies (primarily for rebalancing purposes). Long-biased and long-short managers, whose returns are generated through stock selection and who typically express a moderate level of market correlation, are also grouped into the public equity portfolio. The Funds also acquire public securities directly as a result of distributions in kind from their underlying managers, initial public offerings of private companies in which the Funds hold securities or as consideration in connection with other forms of investment exits. Finally, the Adviser causes the Funds to invest directly in public equity when it determines that an opportunity warrants such a purchase and is consistent with the Funds’ investment strategy. Such direct acquisitions and all dispositions of direct public equity holdings will be conducted by an unaffiliated broker-dealer, whose fees and commissions will be borne by the Fund. The Funds’ brokerage procedures are described below in Item 12. Private Equity Private equity is comprised principally of three styles of investing—buyout, growth equity, and venture capital. The Adviser generally seeks to invest directly or indirectly in private securities and other unlisted instruments when it determines that an opportunity warrants such a purchase and is consistent with the Funds’ investment strategy. In some instances, this may be done with, or alongside, underlying managers who operate in niches and employ distinctive investment approaches with respect to private equity. Real Assets Real assets generally (but do not necessarily) consist of real estate, natural resources, energy, commodity, infrastructure, and other investments in tangible assets. Cash/Uncorrelated/Fixed Income Strategies The uncorrelated portion of the portfolio generally encompasses a broad range of strategies and disciplines. This asset class typically (but does not necessarily) includes arbitrage, distressed debt, event-driven, fundamental credit, low-beta long-short, macroeconomic, multi-strategy and volatility strategies, which the Adviser may pursue directly or through, or alongside, underlying managers. Fixed income investments typically (but do not necessarily) consist of U.S. treasuries and agencies, inflation-protected securities, commercial paper, high grade corporate debt, and other structured debt instruments, whether held directly by the Funds or through, or alongside,

underlying managers or vehicles. The Adviser has, and may in the future, employ a mix of active and passive management in fixed income. Investment Approach of the CIFs and SPEs Certain CIFs have been, and will in the future be, established to invest in opportunities sourced for the Main Fund. CIFs generally act as “spill over” vehicles and participate solely to the extent the Main Fund has satisfied its investment appetite with respect to each applicable investment. Such CIFs have and are also permitted to invest in secondary or follow-on opportunities where the Main Fund has previously invested, but for which the Adviser determines the Main Fund has no additional capacity as of such date. In addition, certain SPEs (including those that pay carried interest) have been, and will in the future be formed to make investments alongside other Funds. Please see “Conflicts with Respect to the Allocation of Investment Opportunities” and “Conflicts with Respect to the Allocation of Follow-On Opportunities” in Item 11 for additional details on how the Adviser allocates investment opportunities, including follow-on opportunities to CIFs and SPEs. As a result of rebalancing and shifting asset allocations, a determination that the Main Fund or a CIF has no additional appetite for any investment as of any given date will not determine the allocation of additional capacity of the investment in the future. The election of any Fund to participate or not participate in a given investment opportunity will not prevent or ensure the right of such Fund to participate in any future opportunities with respect to such investment. In each case, CIFs and SPEs are permitted to invest in any of the asset classes or forms of investments (including direct investment in public and private securities and underlying managers) as the Main Fund. As a result of the investment approach of the CIFs and SPEs, the Adviser generally will not manage the asset allocation or liquidity of the CIFs and SPEs, and the CIFs and SPEs will only participate in a limited set of the opportunities offered to the Main Fund. The portfolio of a CIF or SPE will be concentrated in a limited number of investments, increasing the vulnerability of such CIF’s or SPE’s portfolio as compared with a portfolio that is more diversified. Investors should refer to the “Risks of the Funds” and “Risks of the CIFs and SPEs” sections below for further information. Many of the risks described herein as applicable to CIFs also apply to SPEs. Risks of the Funds Investing in securities involves a substantial degree of risk. The Funds may lose all or a substantial portion of their investments and investors in the Funds must be prepared to bear the risk of a complete loss of their investments. The Adviser’s investment approach with respect to the Funds is opportunistic and does not focus on any one investment strategy. For these reasons, the following list of risks generally does not discuss specific risks or other considerations associated with specific types of investments. For additional discussion of the risks applicable to a Fund, please refer to the Governing Documents for such Fund. General Risks Associated with Investments The performance of the Funds’ investments, and therefore the value of the Funds, will be subject to many factors over which the Funds have limited or no control and which involve a high degree of business and financial risk. The possibility of loss of the Funds’ capital, including the complete loss of capital, will exist, and investors should not invest in the Funds unless they can bear the consequences of such loss.

The Funds are subject to few restrictions on the types of investments that they are permitted to make. The Funds’ investments are expected to span a broad range of asset classes, geographies, strategies, and sectors. In addition, the Funds are expected to follow very long-term investment strategies and generally have no set dissolution dates. Identifying and participating in attractive investment opportunities and balancing investments across multiple asset classes, geographies, strategies, and sectors over a time period that is intended to span several decades is difficult. There is no assurance that the Funds’ investments will be profitable. Any return on investment to the investors will depend upon successful investment decisions made on behalf of the Funds by the Adviser. Many investment decisions by the Adviser will be dependent upon the ability of its members and agents to obtain relevant information from multiple sources (including nonpublic sources) and synthesize significant amounts of information relating to the wide range of permissible investments. 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. The performance of each investment will depend upon many factors beyond the Adviser’s control. For example, the Funds are expected to invest a significant portion of their capital in funds or other pooled investment vehicles managed by persons other than the members of the Adviser. In addition, the Funds hold minority positions in portfolio companies or acquire securities that are subordinated vis-a-vis other securities as to economic, management or other attributes. Underlying funds and portfolio companies may have substantial variations in operating results from period to period, face intense competition and experience failures or substantial declines in value at any stage. General Economic and Market Conditions General economic or market conditions can adversely affect the investments made by the Funds. In addition, increases in interest rates or a downturn or contraction in the economy, in the capital markets, or in certain industries or geographic regions could restrict the availability of suitable investment opportunities for the Funds and/or the opportunity to obtain liquidity from such investments, each of which would prevent the Funds from meeting their investment objectives. A general economic downturn could also result in the diminution or loss of the investments made by the Funds and an increase in the number of withdrawal requests from investors. Force Majeure Risk The Funds and their investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, nationalization of industry and labor strikes). Force majeure events could adversely affect the ability of the Funds, their investments or a counterparty to perform its obligations. The liability and cost arising out of a failure to perform obligations as a result of a force majeure event could be considerable and could be borne by the Funds or their investments. Certain force majeure events, such as war or an outbreak of an infectious disease, could have a broader negative impact on the global or local economy, thereby affecting the Funds. Additionally, a major governmental intervention into an industry, including the nationalization of an industry or the assertion of control, could result in a loss to the Funds if investments are affected, and any compensation provided by the relevant government may not be adequate. Any of the foregoing may therefore adversely affect the performance of the Funds and their investments.

Climate Change The Funds 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 the Funds’ 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, the Funds may be vulnerable to the following: risks of property damage to the Funds’ investments; indirect financial and operational impacts from disruptions to the operations of the Funds’ 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 Funds’ 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 Funds’ business depends; decreased consumer 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. Geopolitical Risk A Fund is subject to the risk that war, cyber-attacks, terrorism and related geopolitical 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 a Fund’s investments. Those events as well as other changes in world economic and political conditions also could 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 the Funds’ investments. At such times, a Fund’s exposure to a number of other risks described elsewhere in this section can increase. In addition, changes in the U.S. presidential administration can significantly influence the economic environment and regulatory framework in which investment firms operate, introducing new policies, regulations, and economic priorities that may affect the performance and strategic direction of a Fund’s investments. Regulatory changes, such as alterations in tax policies, financial regulations, and labor laws, could impact the profitability and operational efficiency of portfolio companies. Economic policies can influence market conditions, interest rates, and overall economic growth, affecting consumer spending, business investment, and access to capital. Shifts in foreign policy and trade relations may impact global supply chains and market access, creating uncertainties and disrupting business operations. The period surrounding a presidential election and transition can be marked by heightened uncertainty and market volatility, affecting investor confidence and market valuations, which can potentially adversely impact the Funds and their investments.

Custody, Banking and Other Financial Institution Risks The Funds, their portfolio investments and the Adviser will maintain funds with one or more banks or other depository institutions and will also rely on the services provided by one or more brokers and hedging counterparties (“financial institutions”), which may include US and non-US financial institutions, and may enter into credit facilities or have other financial relationships with financial institutions. The distress, impairment or failure of one or more financial institutions with whom the Funds, their portfolio investments and/or the Adviser transact may inhibit the ability of the Funds or their portfolio investments to access depository accounts, lines of credit or financial services at all or in a timely manner. In such cases, the Funds and/or the underlying funds may be forced to delay or forgo investments, to call capital when it is not otherwise desirable to do so, or pay fees and expenses in the event the Funds are not able to close a transaction, resulting in lower performance for the Funds. In the event of such a failure of a financial institution where the Fund or one or more of its portfolio investments holds depository accounts or relies on services, access to such accounts or services could be restricted. U.S. Federal Deposit Insurance Corporation (“FDIC”) protection, in the case of banks, and the U.S. Securities Investor Protection Corporation (“SIPC”), in the case of certain broker-dealers, may not be available for balances in excess of amounts insured by the FDIC and/or the SIPC (and similar considerations may apply to financial institutions in other jurisdictions not subject to FDIC or SIPC protection). In such instances, the Funds and their affected portfolio investments may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the financial institution and participate pro rata with other unsecured creditors in the residual value of the financial institution’s assets. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. The loss of amounts maintained with a financial institution or the inability to access such amounts or any services for a period of time, even if ultimately recovered, could be materially adverse to the Funds, their portfolio investments. One or more investors or the Adviser could be similarly affected and unable to fund capital calls, further delaying or deferring new investments, and/or resulting in defaults under applicable loan agreements or with respect to existing investments. In addition, the Adviser may not be able to identify all potential solvency or stress concerns with respect to a financial institution or to transfer assets from one financial institution to another in a timely manner in the event a financial institution comes under stress or fails. Cybersecurity Risks The Funds, their investments, the Adviser and their respective service providers are subject to risks associated with cyber incidents, including a breach in their, their affiliates, or third parties’ cybersecurity. AI systems and supporting infrastructure utilized by the Adviser may be vulnerable to cybersecurity threats, including hacking, malware, and data breaches. For example, systems used by the Adviser and service providers may be vulnerable to damage or interruption from malware, network failures, computer and telecommunication failures, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Such incidents could lead to significant financial losses, reputational harm, or regulatory penalties. If a cybersecurity incident occurs, those parties could incur substantial costs, including those associated with investigation of the origin and scope of the incident, increasing and upgrading cybersecurity protections including administrative, technical, organizational and physical controls, investment losses from sabotaged trading systems, acts of identity theft, unauthorized use or loss of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information, losses associated with

indemnification obligations to third parties, reputational damage, regulatory actions and legal risks. Further, cyber incidents affecting any of the Funds, their investments, the Adviser and their respective service providers have the ability to cause business disruptions, loss of security, integrity or availability of data and impact business operations, potentially for an extended period of time. Any such incident could expose such parties to civil liability, as well as regulatory inquiry and/or action and could lead to investors making redemptions from the Funds. In addition, investors could be exposed to additional losses as a result of unauthorized use of their personal information. Similar adverse consequences could result from cyber incidents affecting issuers of financial instruments in which the Funds or the underlying managers invest, counterparties with which the Funds or the underlying managers engage in transactions, governmental and other regulatory or self-regulatory authorities, financial markets operators, banks, brokers, dealers, insurance companies, software and cloud vendors, and other parties. Bespoke Investment Strategy The Adviser’s investment strategy has been developed based on the investment strategies of certain large foundations, trusts, endowments, and family offices with the goal of providing returns while mitigating risk. However, there can be no guarantee that the proposed investment strategy will be successful. In addition, the Adviser reserves the right to change its investment strategy from time to time without notice or consent of investors. Further, the Adviser’s investment classification strategy is inherently subjective and its dependence on underlying managers may result in inadvertent concentrations of the same or similar types of investments in the Funds, which may result in an under- or over-weighting of exposure to certain asset classes or risks. If the investment strategy does not succeed as planned, it is possible that the Funds will have poor investment returns or that the level of risk associated with an investment in a Fund will be higher than anticipated. Competition The Funds will compete for investment opportunities with other established funds and investment organizations that have substantial resources and experience. Moreover, the volume of attractive investment opportunities varies greatly from period to period. There can be no assurance that the Funds will be able to make investments on attractive terms or in accordance with its preferred timing. Limited Liquidity Significant portions of the Funds’ assets are, and are expected to be, illiquid or subject to substantial limitations on liquidity. The Funds may not be able to readily dispose of such investments and, in some cases, are legally or contractually prohibited from disposing of such investments for a specified or indefinite period of time. For example, under certain market conditions, an underlying manager could be entitled to further reduce the liquidity of an underlying fund by, among other things, imposing certain restrictions or complete suspensions on withdrawals at the investment or underlying fund level. These reductions in liquidity may last for a prolonged period at a time when a Fund most requires liquidity and could have a material impact on a Fund’s returns and ability to achieve its investment objectives. Further, there can be no assurance that the Funds will be able to realize such investments at attractive prices or otherwise be able to effect a successful realization or exit strategy. Disposing of certain illiquid investments can involve time-consuming negotiation and legal expenses and it

could be difficult or impossible for the Funds to sell such investments promptly at an acceptable price. The illiquid nature of the Main Funds’ assets also means that a withdrawing investor will not receive the full value, or any value, of its capital account immediately upon consummation of its withdrawal, unless otherwise determined by the Adviser in its sole discretion. All withdrawals will occur in accordance with the terms of the Partnership Agreements, including the right of HRTG to limit aggregate investor withdrawal, allocate underlying Main Fund assets (including obligations associated with unfunded capital commitments to portfolio investments) to liquidating subaccount(s) and to establish liquidating sub-account expense reserves. A withdrawing investor is generally not permitted, except as otherwise approved or required by HRTG in its sole discretion, to withdraw from illiquid investments unless and until such investments are realized or distributed, the timing of which cannot be anticipated with any certainty at the time of withdrawal. A withdrawing investor’s remaining interests will be subject to different investment risks than the Main Funds’ portfolios taken as a whole, including, but not limited to, increased concentration in individual investments. The illiquidity of the Main Funds’ assets may impair the Adviser’s ability to rebalance the Main Funds’ portfolios. See “Rebalancing the Portfolio” below. In the event of the dissolution of the Funds, there can be no assurance that the Funds will be able to divest or otherwise dispose of all their investments prior to making their final liquidating distributions, which could require the Funds to make in-kind distributions. Distributions of Illiquid Assets Certain underlying funds have the right, and may elect to make, distributions in-kind, which may include distributions of illiquid securities and other instruments such as digital assets. The Funds may in turn elect to make in-kind distributions of these or other investments to their investors pursuant to the terms of their Governing Documents. There can be no assurance that the Funds or investors would be able to dispose of these investments or that the value of these investments will ultimately be realized. Valuation of Illiquid Assets Illiquid investments will generally be carried on the books of the Funds at fair value, determined in accordance with the valuation provisions set forth in the Partnership Agreements. The absence of a trading market can make it difficult to ascertain a market value for illiquid investments. The Funds’ valuations of investments rely to a material extent on the financial information and reporting made available by the managers of the funds and issuers of securities in which the Funds invest. The Adviser has no ability to independently verify the financial information provided by those managers and issuers and is dependent upon the integrity of the management of the managers and issuers and the financial reporting process in general. There is no guarantee that such fair value will represent the value that the Funds will realize on the eventual disposition of the investment or that would, in fact, be realized upon an immediate disposition of the investment, and the difference between the ultimate sale price and carrying value may be material. Managers of the underlying investment funds and the Adviser face a conflict of interest in valuing securities and interests as their value can affect compensation, with respect to both fixed asset-based fees and performance-based fees or allocations. In certain cases, such compensation will be based on calculations of realized and unrealized gains made by investment fund managers without independent oversight.

While the Adviser strives to conduct adequate diligence on its managers, there can be no assurance that such diligence will be complete, and material losses as a result of corporate mismanagement, fraud and accounting and reporting irregularities are possible. Further, market volatility and the impact of significant regional global disruptions, including, for example, natural disasters, terrorist attacks, or an epidemic such as COVID-19, may delay or impact the ability of the Funds’ underlying managers to value illiquid investments in a timely and/or reliable manner, which could impact the Funds’ financial reporting and returns. The Partnership Agreements generally allow investors in the Funds to contribute capital, transfer their interests and withdraw from the Funds, as applicable, on dates other than the date of an annual audit. As a result, calculations of the net asset values of the underlying investments in the Funds and determinations of relative ownership percentages will be based on unaudited information and estimates based on information provided to the Adviser. The Funds’ Investments are Subject to Extensive Governmental Domestic and International Regulation The Funds’ investments are subject to a variety of laws and regulations in the United States, the Cayman Islands, the European Union, China and elsewhere around the world, including those relating to securities laws and regulations, anti-money laundering, sanctions, anti-corruption, and know-your-customer laws and regulations. In some cases, non-U.S. laws and regulations are more detailed or comprehensive than those in the United States and, in some countries, are actively enforced. These laws, and court or regulatory interpretations of these laws, may shift quickly in the applicable jurisdiction. If a Fund’s portfolio companies find these regulatory regimes difficult or impossible to comply with, or such regimes limit the operations of portfolio companies, there could be a material adverse effect on investment returns. The portfolio companies could also face regulatory requests, challenges or be subject to allegations of disclosure or violations domestically or abroad that could impede both growth prospects, increase costs, and harm investment returns. The laws and regulations applicable to portfolio companies may conflict with each other, and by complying with the laws or regulations of one jurisdiction, portfolio companies may violate the laws or regulations of another jurisdiction. Reliance on Underlying Managers and Portfolio Company Management The Adviser is expected to invest a significant portion of the Funds’ capital in private investment vehicles (e.g., funds and managed accounts) managed by third parties. Finding, selecting, and investing with underlying managers is a complex process. In determining how to invest the Funds’ capital in other private investment vehicles, the Adviser looks for managers whose investment strategies are expected to offer superior risk-adjusted returns, considering both objective information relating to such other managers (such as historical performance data) and subjective information. There can be no guarantee, however, that the Adviser’s assessment of any manager’s potential for successful investment will be accurate. In particular, there can be no assurance that past performance data or other objective or subjective information relating to such managers will provide any indication as to how private investment vehicles managed by such managers will perform in the future. Further, the Adviser may miss or misinterpret information during its due diligence. An underlying manager, its employees or its service providers could also be engaged in misconduct and/or regulatory non-compliance that the

Adviser does not discover in its ordinary course due diligence and monitoring processes. While the Adviser will request information from each underlying manager, the type of information provided is generally in the discretion of the underlying manager and the Adviser will not always obtain all information requested, including as a result of confidentiality or other legal restrictions. Inability to receive complete information makes it more difficult to select, evaluate, allocate among, and assess the performance of underlying managers. As a result of the Adviser’s selection criteria for managers, underlying managers are likely to be dependent on the services of one or a limited number of key individuals. The loss of the services of any such individual could result in the impairment or loss of a Fund’s investment. Even if the Adviser is able to accurately identify managers whose vehicles are likely to produce attractive returns, there can be no assurance that the Funds will be able to invest in such vehicles. For example, taking into account the varying fundraising cycles of such vehicles, and the timing of the Funds’ own closings and other investments, the Funds may not have available capital during any such other vehicle’s “open window” period. In addition, there can be no guarantee that a Fund’s offer to invest in any such vehicle will be accepted. The investment portfolios of the Funds are also expected to include securities of private issuers and assets acquired by the Funds and managed by the Adviser or by third party advisors. Although the Adviser will monitor the performance of each Fund investment, it will primarily be the responsibility of each portfolio company’s management team to operate such portfolio company on a day-to-day basis. Although the Funds generally intend to invest in companies with strong management, there can be no assurance that the management of a portfolio company will be able or willing to successfully operate such company in accordance with the Funds’ objectives. Finally, it is anticipated that many of the same risks that relate to the Adviser’s management of the Funds, including conflicts of interest, will apply in a corresponding, or even more significant, manner to investment vehicles of underlying managers in which the Funds invest, including reliance on portfolio company management. Control Positions in Portfolio Companies From time to time, the Funds will own a significant portion of the securities of their portfolio companies, including ownership positions which may represent a majority of a portfolio company’s voting securities. These investments may entitle a Fund to elect substantially all of a portfolio company’s directors and exert significant influence over a portfolio company’s business, operations, affairs, and transactions. Further, a Fund may be entitled to designate certain Adviser personnel and/or individuals that are former Adviser personnel or otherwise have close business or personal relationships with the Adviser as officers, directors or strategic advisors of a portfolio company. These capabilities could lead a Fund to be viewed as controlling a portfolio company or being considered a controlling stockholder and, as a result, could (i) expose the assets of such Fund to claims, lawsuits, or investigations by such portfolio company, its security holders, creditors, government or regulatory authorities or other persons or (ii) impose additional risks of liability for environmental damage, social and governance issues, workplace accidents, product defects, failure to supervise management, violation of governmental regulations, and other types of liability in which the limited liability generally characteristic of business operations may be ignored. In the event that any such claims are successful, a Fund may be held liable for any damages that are awarded or be required to fund any settlement with such parties, which may exceed the value of such Fund’s initial investment in that portfolio company. Such liabilities, including those related to activities that occurred prior to the Fund’s investment in such portfolio

company, could have an adverse impact on the Fund. Even if such claims, lawsuits or investigations prove to be without merit, the Fund may be required to expend significant resources defending itself and its affiliates. In addition, a Fund’s reputation and goodwill may be harmed if it is considered a controlling stockholder of a portfolio company that is subject to negative publicity. Portfolio Company Management Incentives Certain investments in portfolio companies (including platform companies pursuing acquisition strategies) will result in incentive compensation or similar arrangements being paid at the portfolio company level. These arrangements may include equity-based awards or founder or similar units issued to management or other stakeholders. Such arrangements have the potential to result in dilution of a Fund’s ownership interest in such portfolio company and reduce the returns the Fund otherwise would have received had such arrangements not existed. There can be no assurance that any such arrangements will achieve their intended objectives, and they may have the effect of increasing costs, reducing proceeds available for distribution to the Fund, or otherwise adversely affecting the Fund’s investment performance in such portfolio company. Minority Positions in Portfolio Companies The Funds will not have control with respect to some or all of their portfolio companies. The Funds will therefore have a limited ability to protect their investments through the operation of such portfolio companies. In such situations, the Funds will be significantly reliant on the management and boards of directors of such portfolio companies, which may include representatives of other investors with whom such Funds are not affiliated and whose interests may conflict with the interests of such Funds. Where a Fund holds a minority stake, it may be more difficult for the Fund to liquidate its interests than it would be had such Fund owned a controlling interest in such company. Even if a Fund has contractual rights to seek liquidity of such Fund’s minority interests in such companies, it may be very difficult to sell such interests or seek a sale of such company on terms acceptable to the Fund, especially in cases where the other investors in such company have different business and investment objectives and goals or special rights related to the sale of interests by the Fund (e.g., a right of first refusal or tag-along rights). In other scenarios, the Fund may be forced to liquidate its interests sooner than it otherwise would have elected to do so as a result of other investors approving a sale, public offering or other realization event. Investment in Other Funds and Managed Accounts The Funds will invest in private limited partnerships and similar structures that are sold in private placements and that are not registered investment companies under the Investment Company Act of 1940 or registered advisers under any of the Advisers Act or other federal or state law. Interests in the Funds have not been registered under the Securities Act. As a result, the Funds will not be entitled to certain protections under the applicable securities laws. Further, the Adviser and the Funds generally will not have any control over the management of the other funds and investment vehicles in which the Funds invest, and the success of such investments generally will depend on the ability and success of the management of such vehicles. It is anticipated that the Funds will be purely passive investors, with little or no right to vote upon or otherwise control the principal activities of such vehicles. The Funds’ strategy of investing with managers whose trading decisions the Funds do not control creates a variety of risks of which the following is a non-exhaustive list:

Underlying managers take positions that are the opposite of positions taken by the Funds or other managers for the Funds.

Underlying managers and the Funds have and will in the future compete for the same or similar opportunities.

While the Adviser strives to evaluate its managers’ investment selection, diligence processes and investment management strategies, there can be no assurance that such evaluation will be exhaustive or that a manager will follow its procedures as described. A manager’s failure to conduct appropriate diligence on an investment could result in material losses.

A number of underlying funds could obtain large positions in the same or related securities or other instruments, resulting in exposure to a higher than anticipated concentration of such investments in the Funds. Unfavorable performance of a small number of such investments could therefore have a substantial adverse impact on a Fund’s performance. The Adviser has established procedures intended to monitor this risk, but there can be no assurance that such risk will be detected or that the Adviser will be able to rebalance the portfolio to mitigate it.

An underlying manager or potential co-investment party may experience financial, legal or regulatory difficulties and may, from time to time, 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 a contrary action to a Fund’s investment objective.

Investments in Underlying Managers In addition to its investments in underlying funds, Funds also, will from time to time, purchase an ownership stake in an underlying manager (including in general partners, management companies or other related entities) (each such underlying manager where a fund has an ownership stake, an “invested manager”). Where context permits throughout this Brochure, references to underlying managers should also be deemed to include invested managers. The Funds will be subject to risks specific to the distinct business and investment profile of each invested manager and each of their associated underlying funds (which, where the context permits throughout this Brochure, shall be deemed to include any funds, vehicles and/or accounts sponsored by an invested manager) and the underlying portfolio investments of such underlying funds. The success of invested managers and the Funds’ investments in such invested managers will depend on the successful implementation of the respective investment strategies of the invested managers’ underlying funds, the ability of the invested manager to fundraise for its underlying funds, the reputation and regulatory compliance of the invested manager and the alternative asset management industry generally and are subject to numerous and risks and uncertainties, including similar risks to those described above in “Reliance on Other Managers”. The Funds’ investments in invested managers will be structured on terms negotiated by the Adviser in its sole discretion and may include participation by other parties in the ownership structure of an invested manager, including other investment managers. Subjective decisions made by the Adviser and/or any invested manager may cause a Fund and/or influence such invested manager or its underlying funds (and therefore indirectly a Fund to the extent of its interests therein) to incur losses, miss profitable investment opportunities or otherwise not

maximize returns. The success of an invested manager is dependent on a variety of factors, including the expertise and experience of the investment professionals of the invested manager. Invested managers and their underlying funds are expected to have varied investment strategies and objectives; however, the investment strategies and objectives of such invested managers and their portfolio investments are expected to, from time to time, overlap with those of a Fund. Accordingly, it is expected that invested managers and their underlying funds may pursue, hold or may have held investments similar to the investments intended to be made by the Funds, including certain investments that may represent appropriate investment opportunities for the Funds. With respect to certain invested managers that are also deemed affiliates of the Adviser, there is not currently an information barrier between the Adviser and such invested manager, and as a result certain Adviser personnel are aware of and/or involved in the invested manager’s sourcing and consideration of such opportunities. Although a Fund could ultimately benefit indirectly from an investment made by an underlying fund of an invested manager, through its investment in the invested manager, subject to specific agreements with an invested manager, such invested manager has no obligation to offer any investment opportunity to the Funds and the Funds have no right to investment opportunities sourced by an invested manager. As a result, in the event that an investment opportunity could be appropriate for both a Fund and an underlying fund of an invested manager, there can be no assurance that the opportunity will be offered to the Fund, even in the event certain Adviser personnel are aware of and/or involved in the sourcing of such opportunity by the invested manager. In addition, the Funds will from time to time compete with an invested manager for the same investment opportunities, thereby reducing the available investment opportunity to the Funds or delaying the Funds’ investment in such investment opportunity. Such competition could also, under certain circumstances, adversely impact the purchase price of a Fund’s (direct and/or indirect) investments. Invested managers and their underlying funds will from time to time invest in similar industries and sectors, or in the same portfolio companies and portfolio investments, as a Fund and there may be situations in which an invested manager invests in the same issuer as a Fund at the same or different levels of an issuer’s capital structure. In other instances, an underlying fund could purchase securities from, or sell securities to, a Fund. In addition, from time to time, it is expected that an underlying fund will co-invest alongside a Fund (see “Conflicts with Respect to the Allocation of Co-Investment Opportunities” below). Such transactions raise similar conflicts of interest to those described above in “Investment in Other Funds and Managed Accounts” and below in “Conflicts with Respect to Related Party Transactions” and an invested manager may take positions, give advice or provide recommendations that are different, and potentially contradictory to, those which are taken by, or given or provided by, the Adviser, and the Adviser could be incentivized to choose a course of action that benefits an invested manager and/or an underlying fund and/or the underlying fund’s portfolio investment at the expense of a Fund. As a result of the foregoing, a Fund’s interests could be adversely affected by an underlying fund’s involvement in and actions related to an investment. Further, in connection with a Fund’s investment in an invested manager, the Adviser, its affiliates and personnel expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of the Adviser’s and its personnel’s interaction with an invested manager and its personnel, the Adviser and its personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to, among other items, financial, industry, market, business operations, trends, budgets, plans, employees, contractors, customers, suppliers, competitors, ESG and other metrics, financial information, commercial and transactional information, user data, cost data and related data or information. This information may, in certain instances, include confidential and/or sensitive information received or generated by an invested manager and may not otherwise be publicly known or available. Although the

Adviser expects the Funds generally to benefit from the Adviser’s possession of such information, it is possible that any benefits from such information will also be experienced by the Adviser and its personnel, other or future Investment Vehicles, or portfolio investments, and whose benefit might be greater than that of the Fund that has made the investment in the invested manager. No compensation will be paid to such Fund for the information. In addition, the Adviser may have an incentive to cause the Funds to pursue investments in invested managers based on the data and information expected to be received. The sharing and use of such information presents actual and potential conflicts of interest and any benefits received by the Adviser or its personnel will not be subject to any Advisory Fee offset provisions or otherwise shared with a Fund or its investors. The Adviser is generally free to use data and information from an invested manager in its sole discretion and expects to utilize such information to benefit the Adviser, its affiliates, its personnel and/or certain Investment Vehicles. The Adviser’s personnel expect to assist invested managers and their underlying funds with their fundraising and investment activities (including with deal sourcing and due diligence). Further, as described above, the Adviser expects to share information and insights with an invested manager, which may include information about potential Fund investment opportunities and the Adviser’s and/or an invested manager’s business, among other items. While a Fund holds the interest in an invested manager (and therefore support to the invested manager is support to a Fund investment), such assistance and support may consume a disproportionate amount of the Adviser’s time and attention, to the detriment of the Adviser’s ability to research, review and monitor a Fund’s other investments. The Adviser expects that its personnel will serve as directors or observers on the boards of invested managers or as observers on the investment committees of the invested managers, and may have other governance rights, by virtue of the governance agreements negotiated in connection with an investment in an invested manager. However, a Fund may have limited and, in some or perhaps many cases, no opportunity to control the day-to-day operation of the invested manager and its underlying funds, including investment and disposition decisions as well as decisions relating to the investors in such underlying funds, or to protect a position in such underlying funds. The success will be substantially dependent upon the capabilities and performance of the invested managers who control their related third-party asset management firms (and the associated portfolio investments), and by extension the company management of the underlying portfolio investments, which will likely include representatives of other financial investors with whom the Funds are not affiliated and whose interests may conflict with the interests of a Fund. Adviser personnel serving as a director of an invested manager or serving, formally or informally, in other roles or providing other services to an invested manager subject the Adviser and its personnel to similar conflicts of interest detailed below in “Conflicts with Respect to Other Activities.” The returns on a Fund’s investment in an invested manager will depend on the profitability of the invested manager, who will retain control over the operations, budgets, expenses, compensation and revenues of their firm and the structuring and terms of the investment funds they sponsor. It is possible that an invested manager may make decisions that prove to be detrimental to its performance or cash flows available for distribution to a Fund. For instance, the revenues of asset management and investment advisory businesses are highly dependent on advisory fee income and/or performance-based compensation. Such income and compensation would be reduced by an absolute decline in assets under management (e.g., as a result of a market decline or a loss of clients) or through the invested manager’s negotiations with prospective investors which could result in the invested manager offering such investors waivers or discounts on advisory fees and performance-based compensation. Furthermore, the governing agreements of underlying funds

managed by the invested manager may provide for the early termination of investment periods or the removal of the general partner. Such an occurrence would likely impair the profitability of the invested manager and the corresponding return on a Fund’s investment. Certain invested managers are expected to have relatively low levels of assets under management, limited history in managing investment vehicles and/or limited history in managing certain of the strategies expected to be deployed in their investment program. An investment by a Fund in such an invested manager entails additional risks. For example, such invested manager may not yet have established certain components of its business and operational infrastructure, may have infrastructure that has been newly established or may have fewer dedicated resources and less developed marketing and other capabilities when compared with more established managers that have higher assets under management. Such invested manager may also have less robust processes, procedures and controls to help address regulatory compliance and cybersecurity risks. Investments in such invested managers may involve greater risks than would be generally associated with investments in more established investment managers. Such newly formed invested managers may require more time and attention of the Adviser, which could limit the time the Adviser spends with regards to other Fund investments, and which increased time and attention will not necessarily result in improved investment performance. A Fund’s investment in an invested manager and their portfolio investments may expose the Adviser and a Fund to public and regulatory scrutiny. In an industry that is reliant to a very large extent on reputation and regulatory compliance, regulatory non-compliance and misconduct by portfolio managers or employees of an invested manager, an invested manager’s portfolio investments, their portfolio companies or its third-party service providers could cause significant losses, directly or indirectly, to an invested manager’s portfolio investments and/or its portfolio companies and, consequently, to a Fund. In addition, portfolio managers, employees and thirdparty service providers of an invested manager or any portfolio investment may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting a portfolio investment’s or portfolio company’s business prospects or future marketing activities. Further, the financial services industry is subject to extensive regulation which directly affects the cost of doing business for an invested manager and any failure to comply with applicable laws or regulations could result in fines, censure, suspensions of personnel or other sanctions, including revocation of registrations as an investment advisor, with respect to any invested manager in which a Fund invests. Each of these risks could negatively affect any investments by a Fund in invested managers. There can be no assurance that any regulators and/or third parties will not pursue claims, examinations or investigations against a Fund and/or the Adviser based on its relationship with and ownership of an invested manager. To the extent a Fund invests in an invested manager with additional co-owners, such risks would also apply to the Fund and the Adviser based on the activities and actions of such co-owners. By reason of their responsibilities in connection with the activities of an invested manager, certain personnel of the Adviser may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities raising similar considerations to those described in Conflicts with Respect to Other Activities below. Further, the Adviser from time to time enters into arrangements with certain invested managers that generally allow for the free sharing of information between one or more invested managers and the Adviser but could cause the Funds to become restricted from initiating transactions in certain securities. The Funds will not be free to act upon any such information. Due to these restrictions, the Funds may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Further, an invested manager that is on the same side of an information barrier as the Adviser may have relationships (ownership or otherwise) with

other third-party investment advisers. In the event that there is no information barrier between the invested manager and any such other investment adviser, or in the event any information barrier between such parties is breached, even if inadvertently, the Adviser and the Funds will likely face restrictions on their activities similar to those described above. In addition, an invested manager may engage in activities, such as for example, engaging the services of expert networks or meeting with personnel of public companies, that increase the possibility that a Fund could be restricted from transacting in a particular issuer. In addition, by virtue of a Fund’s investment in an invested manager, the Adviser, Adviser personnel or other Investment Vehicles may receive an opportunity to invest in an invested manager’s underlying funds or co-invest alongside an invested manager’s underlying funds. Such investments create conflicts of interest, including where the Adviser, Adviser personnel, or other Investment Vehicles have the opportunity to benefit as a result of a Fund’s investment in an invested manager, as in most cases, no consideration will be paid to the Fund. The Adviser has an incentive to cause the Fund to invest in an invested manager for access to these investment opportunities. There is the possibility that the Adviser may be deemed an affiliate of or a member of a group with an invested manager under certain securities laws, and to the extent either or both of the Adviser and the invested manager hold positions in one or more of the same issuers, the Adviser or the relevant invested manager may need to aggregate such investment holdings with the investment holdings of such invested manager or of the Adviser, respectively, for certain securities laws purposes (including complying with reporting obligations under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the reporting and shortswing profit disgorgement obligations under Section 16 of the Exchange Act). As a result of the foregoing, the Adviser could restrict, limit or reduce the amount of a Fund’s investment. For the avoidance of doubt, the offering of the interests in the Funds does not constitute a direct or indirect offering of interests in any invested manager. Investors in the Funds will not be limited partners of, or equity holders in, any invested manager, will have no direct interest in any invested manager and will have no voting rights in an invested manager or standing or recourse against any invested manager by reason of their investment in the Fund. Moreover, no investor will have the right to participate in the control, management or operations, or have any discretion over the management, of any invested manager by reason of their investment in the Funds. The provisions in the Funds’ Governing Documents’ relating specifically to affiliates do not apply to any invested manager or the funds or investment vehicles advised by an invested manager, even if a Fund, the Adviser, and/or the Adviser’s personnel have significant economic interests and/or governance rights in such entities (or have agreed to a transaction that would cause such entities to become affiliated with a Fund or the Adviser in the future) and an investment in an invested manager generally would not trigger any review or consent provisions of a Fund’s Governing Documents applicable to transactions with affiliates. For the avoidance of doubt, the Adviser does not provide any investment advisory services to the investment funds or vehicles advised by an invested manager. References throughout this Brochure to “Funds,” “Investment Vehicles,” “CIFs,” and “SPEs” shall not be deemed to include any investment funds or vehicles advised by an invested manager. Investment Due Diligence The Adviser strives to conduct appropriate due diligence prior to making an investment for the Funds, however the due diligence process is subjective and may be undertaken on an expedited basis and/or on the basis of imperfect and/or limited information in order to take advantage of available investment opportunities. The due diligence process also requires the Adviser’s

personnel to rely on the limited resources available to them, including information provided by the target of the investment, an underlying manager, a co-investor, third-party consultants, legal advisers, accountants and investment banks, which may be imperfect or unreliable and will not be independently verified by the Adviser. As a result, the due diligence investigation may not reveal or highlight all relevant facts that are necessary or helpful in evaluating such investment opportunity. The Adviser’s due diligence investigations cannot ensure the success of the Funds’ investments. Investments in Regulated Industries The Funds may make investments in portfolio companies operating in industries that are subject to greater amounts of regulation than other industries generally. These more highly regulated industries may include asset management, energy, healthcare, biotech, education, financial services, insurance, gaming, telecommunications, transportation, aerospace, real estate and also businesses that serve primarily customers that are governmental entities, including in the defense industry. Investments in portfolio companies that are subject to greater amounts of governmental regulation pose additional risks relative to investments in other companies generally. Changes in applicable laws or regulations, or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures and/or regulatory capital requirements in the case of banks or similarly regulated entities. If a portfolio company fails to comply with these requirements, it could also be subject to civil or criminal liability and the imposition of fines. A portfolio company also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company. Governments have considerable discretion in implementing regulations that could impact a portfolio company’s business, and governments may be influenced by political considerations and may make decisions that adversely affect a portfolio company’s business. Additionally, certain portfolio companies may have a unionized work force or employees who are covered by a collective bargaining agreement, which could subject any such portfolio company’s activities and labor relations matters to complex laws and regulations relating thereto. Moreover, a portfolio company’s operations and profitability could suffer if it experiences labor relations problems. Litigation Risk Litigation can and does occur in the ordinary course of the management of investments. A Fund, the Adviser and/or their respective partners, managers, members, agents, employees and affiliates, and the members of the Board of Directors may be engaged in litigation both as a plaintiff and as a defendant. Such litigation can arise as a result of a portfolio investment’s default of obligations, bankruptcy or other reasons. In certain cases, portfolio investments, their constituents or third parties may bring claims and/or counterclaims against a Fund, the Adviser and/or each of their respective affiliates, partners, members, agents, managers and shareholders, and the members of a Fund’s Board of Directors and the investors represented by such members alleging violations of securities laws and corporate, contractual and other typical claims and counterclaims seeking significant damages. To the extent that (i) a Fund has not been able to protect itself through insurance, indemnification or other rights against a portfolio investment, (ii) a Fund is not entitled to such protections, or (iii) the portfolio investment is not solvent, the expense of defending against such claims and paying any amounts pursuant to settlements or judgments would be borne by such Fund pursuant to its indemnification obligations. The Adviser and its respective affiliates, partners, members, agents, managers and shareholders, and the members of a Fund’s Board of Directors and the investors represented by such members will be entitled to indemnification by the Funds for such claims, subject to certain conditions. The outcome of any

proceedings involving the Funds or their investments may materially adversely affect the Funds and may continue without resolution for long periods of time. Any litigation, whether involving a Fund or not, may consume substantial amounts of the Adviser’s (and its key personnel’s) time and attention, and that time and the devotion of resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Multiple Layers of Fees and Expenses Underlying managers are generally entitled to receive management fees, carried interest, performance-based fees and/or other forms of compensation in respect of underlying funds or investment vehicles, resulting in multiple layers of fees. Certain investors in the Fund may qualify to, and have access that would permit, direct investment in certain of the underlying funds and other securities in which the Funds invest. By making investments through the Funds, an investor will generally be charged fees by both the Funds and the underlying managers. In addition to paying fees at multiple levels, an investor in the Funds will bear its share of the transaction-related expenses and other operating costs of both the Funds and their investments. As a result of the pooled nature of the Funds, even if a Fund’s overall performance is negative, one or more of its investments may still have a positive performance and the Fund (and therefore the investors) will still be charged an incentive fee by the underlying manager, regardless of the overall performance of the Fund. There will generally be no reduction in the Advisory Fees with respect to the portion of a Fund’s capital that is invested in the underlying funds. Certain investments, or portions of such investments, rely in whole or in part on the ability of another party to make contractual payments to the fund or investment vehicle in the future. These investments may suffer losses if such counterparties default on their obligations. Institutional and Counterparty Risk Institutions such as brokers and dealers will have custody of Fund assets. These firms may encounter financial difficulties that impair the operating capabilities or the capital position of the Funds. In addition, the Funds will be subject to the risk of the inability of counterparties to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes, which could subject the Funds to substantial losses. A Fund may attempt to limit its transactions to brokers, dealers and counterparties which it believes to be well-capitalized, established and creditworthy, in an effort to mitigate such risks, but there can be no assurance any one or more of such firms would not suffer as a result of such difficulties, and negatively impact the Fund. In connection with certain hedging and commodities trading activities, the Funds will be exposed to the credit risk of the counterparties with which, or the brokers, dealers, and exchanges through which, it deals, whether it engages in exchange-traded or off-exchange transactions. If any of the Funds’ clearing brokers become bankrupt or insolvent, or otherwise defaults on its obligations to the Funds, the Funds may not receive all amounts owing to it in respect of its trading, despite the clearinghouse fully discharging all of its obligations. The U.S. Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”) requires a futures commodity merchant (“FCM”) to segregate all funds received from its customers with respect to regulated futures transactions from such FCM’s proprietary funds. If the FCM were not to do so to the full extent required by law, the assets of an account might not be fully protected in the event of the bankruptcy of the FCM. Furthermore, in the event of an FCM’s bankruptcy, the Funds would be limited to recovering only a pro rata share of all available funds segregated on behalf of an FCM’s combined customer

accounts, even though certain property specifically traceable to the Funds (for example, U.S. Treasury bills deposited by the Funds) was held by the FCM. FCM bankruptcies have occurred in which customers were unable to recover from the FCM’s estate the full amount of their funds on deposit with such FCM and owing to them. Such situations could arise due to various factors, or a combination of factors, including inadequate FCM capitalization, inadequate controls on customer trading and inadequate customer capital. In addition, in the event of the bankruptcy or insolvency of an exchange or an affiliated clearinghouse, the Funds might experience a loss of funds deposited through its FCM as margin with the exchange or affiliated clearinghouse, a loss of unrealized profits on its open positions, and the loss of funds owed to it as realized profits on closed positions. Such a bankruptcy or insolvency might also cause a substantial delay before the Funds could obtain the return of funds owed to it by an FCM who was a member of such an exchange or affiliated clearinghouse. In addition, certain of the instruments which the Funds may trade are traded in markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a contract and not of an exchange or clearing corporation. In such circumstances, the Funds will be subject to the risk of its counterparties’ creditworthiness. The financial failure of, or refusal to perform by, any of the banks or dealers with which the Funds trade in these markets could result in substantial losses for the Funds, as the Funds will be dealing with such parties as principals. Furthermore, there is no requirement such parties may not be required to segregate Fund assets held by them with respect to such trading. Global Investment Strategy and Non-United States Investments The Adviser expects to invest the Funds’ assets in a geographically diverse portfolio and, as a result, the Funds’ performance will depend in part upon the financial and other health of the countries in which they and any managers invest. Such investments present a variety of risks not presented by investments in United States portfolio companies, including risks associated with: (i) fluctuating currency exchange rates; (ii) limitations on currency exchange or the transfer of capital/profits across international boundaries; (iii) different accounting standards; (iv) different legal protections for investors; (v) unusual regulatory burdens; (vi) multiple taxing jurisdictions; (vii) trade barriers; and (viii) United States laws, regulations and executive orders which purport to limit, restrict, or otherwise be applicable to, investments or other activities in such jurisdictions. Any adverse changes to a host country’s government, laws, economy, tax regulations, currency controls or other attributes (including application of United States laws, regulations and executive orders) could have a significant adverse effect on the Funds’ performance. In certain cases, a Fund may invest in jurisdictions experiencing heightened political, economic, or social instability, which may involve risks such as civil unrest, governmental intervention, expropriation or nationalization of assets, abrupt regulatory or policy changes, or the imposition of capital or currency controls. Such conditions may impair the Funds’ ability to enforce contractual rights, access or repatriate cash flows, engage with and/or receive information from portfolio companies, or exit investments on favorable terms, and could result in substantial losses for the Funds. Further, issuers of foreign securities (whether United States dollar- or local currency-denominated securities) are not generally subject to uniform accounting, auditing and financial reporting standards or to other regulatory practices and requirements comparable to those applicable to United States issuers. The Adviser may invest a portion of the Funds’ assets in developing countries or in countries with new or developing capital markets. The considerations noted above are generally heightened for these investments. These countries may have unstable governments, economies based on only a few industries and insufficient regulatory schemes, which would make such investments high risk.

Even those portfolio companies that nominally are United States portfolio companies by virtue of their jurisdiction of organization or management headquarters may be exposed to significant nonUnited States risks by virtue of their assets and/or investment strategies. Outbound Investment Restrictions Regulations related to cross-border investments are rapidly evolving. For example, in January 2025, the U.S. outbound investment security program took effect, which prohibits or requires notifications with respect to certain transactions involving Chinese companies, as well as companies with a significant financial nexus to China, that deal in certain categories of semiconductors and microelectronics, quantum information, and AI technologies. Because the Funds may invest globally, including in China, evolving outbound investment restrictions and similar regulatory regimes may restrict a Fund’s investment activities in certain countries, require regulatory disclosures, restrict the counterparties with whom such Fund may transact or restrict a Fund from engaging in certain transactions, and/or impose other adverse consequences, which may negatively impact a Fund’s returns. In addition, the Adviser may agree with certain investors to exclude such investors from investments within the scope of the U.S. outbound investment security program. Leverage The Funds are authorized by the Partnership Agreements to borrow amounts of money in the normal course of business for a variety purposes. Depending on the form of borrowing, this use of leverage could increase the volatility and cost of the Funds’ investments. Such borrowing, in certain cases, also include arrangements for borrowings secured in whole or in part by any or all of a Fund’s assets, including portfolio investments or distributions in respect thereof. Creditors under such arrangements may foreclose on the Fund’s assets if the Fund fails to repay the amounts borrowed or experiences another event of default, which could have a material adverse effect on the value of an investor’s investment in the Fund. The documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of investors may be subordinated to such Fund-level borrowing. In particular, any asset-based leverage by a Fund will involve the granting of security by the Fund in certain or all of its assets. Since there is no security created for the benefit of investors to secure the Fund’s obligations in respect of the investors’ interests in the Fund, on any insolvency of the Fund, the investors will rank behind the Fund’s financing counterparties, whose claims will be considered as secured indebtedness of the Fund. With respect to any asset-backed facility entered into by a Fund (or an affiliate thereof), a decrease in the market value of the Fund’s investments would increase the effective amount of leverage and could result in the possibility of a violation of certain financial covenants pursuant to which the Fund must either repay the borrowed funds to the lender or suffer foreclosure or forced liquidation of the pledged assets. Liquidation of a Fund’s investments at an inopportune time in order to satisfy such financial covenants could adversely impact the performance of the Fund and could, if the value of its investments had declined significantly, cause the Fund to lose all or a substantial amount of its capital. Moreover, if additional capital were required to satisfy such financial covenants, such requirement would effectively reduce the amount of capital available for other investments and could adversely affect the diversification of the Fund’s portfolio. In the event of a sudden, precipitous drop in the value of a Fund’s assets, the Fund might not be able to dispose of assets quickly enough to pay off its debt, resulting in a foreclosure or other total loss of some or all of the pledged assets. Fund-level debt facilities typically include other covenants such as, but not limited to, covenants against the Fund incurring or being in default under other recourse

debt, including certain Fund guarantees of asset-level debt, which, if triggered could cause adverse consequences to a Fund if it is unable to cure or otherwise mitigate such breach. Any debt facility of a Fund (or any affiliate thereof) frequently will contain other terms that restrict the activities of the Fund and investors or impose additional obligations on them. For example, certain creditors may impose restrictions on the Adviser’s ability to consent to the transfer of an investor’s interest in a Fund or impose concentration or other limits on a Fund’s investments, and/or financial or other covenants, that could affect the implementation of a Fund’s investment strategy. The Adviser has significant discretion in negotiating the terms of any borrowing arrangement and reserves the right to agree to terms that are not the most favorable to one or all investors. In addition, there is the possibility that such complex borrowing arrangements could expose a Fund and/or the Adviser to additional regulatory scrutiny than if the Fund had not entered into such arrangements, which could divert the Adviser’s time and attention away from managing the investments of the Fund. Leverage is also embedded in certain derivative contracts, such as futures contracts. Futures contracts are typically traded on margin. This means that a small amount of capital can be used to invest in contracts of much greater total value. The resulting leverage means that a relatively small change in the market price of a contract can produce a substantial profit or loss. Like other leveraged investments, any purchase or sale of a futures contract may result in losses in excess of the amount invested in that contract. A Fund may lose more than its initial margin deposit on a trade. Where a Fund uses leverage, terms in applicable financing documents may impose requirements on the Fund, including, without limitation, with respect to the liquid portion of the Fund’s portfolio. Such requirements may impact the alignment of a Fund’s portfolio construction with its investment strategy, including potentially by impacting purchase or sale decisions. The inability to obtain leverage, or to refinance existing leverage, on favorable terms may have similar effects on portfolio construction. The risks noted above may also apply to a Fund’s underlying managers. Further, many of the Funds’ underlying managers use leverage in their investing, which may increase the potential for losses and change the tax treatment of income received from such investments. In a difficult credit environment, the underlying managers may be unable to obtain leverage. Underlying managers who rely on leverage as part of their investment strategy may be unable to execute on such strategies or execute on such strategies on the underwritten terms, which would result in losses to the Funds. If leverage is terminated on short notice by a lender or there is a substantial decrease in the value of the relevant assets, the manager may not be able to liquidate assets quickly enough to repay borrowings or be forced to liquidate assets at prices below fair value, each of which would magnify the losses incurred by the Funds. Tax Treatment of Carried Interest Non-corporate U.S. persons (including the owners of the Adviser) are subject to United States federal income tax on long-term capital gain at rates that are substantially lower than the rates applicable to ordinary income or short-term capital gain. In general, gain from the disposition of an investment of the Funds held for more than one year will be treated as long-term capital gain; however, gain in respect of the Adviser’s Performance Allocation and/or carried interest will be treated as short-term capital gain unless a Fund’s holding period in the relevant investment is for more than three years.

Volatility A principal risk in certain of the trading contemplated by the Funds is the rapid fluctuation in the market prices of traded commodity contracts. Commodity prices can be extremely volatile and may be directly or indirectly affected by many factors, including changes in overall market movements, real or perceived inflationary trends, commodity index volatility, changes in interest rates or currency exchange rates, individual company and sector performance, population growth and changing demographics, and factors affecting a particular industry or commodity, such as drought, floods, or other weather conditions, livestock disease, trade embargoes, competition from substitute products, transportation bottlenecks or shortages, fluctuations in supply and demand, tariffs, and international regulatory, political, and economic developments (e.g., regime changes and changes in economic activity levels). In addition, some commodities are subject to limited pricing flexibility because of supply and demand factors, and others are subject to broad price fluctuations as a result of the volatility of prices for certain raw materials and the instability of supplies of other materials. Actions of and changes in governments, and political and economic instability, in commodity-producing and commodity-exporting countries may affect the production and marketing of commodities. In addition, commodity-related industries throughout the world are subject to greater political, environmental, and other governmental regulation than many other industries. Changes in government policies and the need for regulatory approvals may adversely affect the products and services of companies in the commodities industries. Currency Exposure The Funds are expected to invest in securities denominated in foreign currencies, but interests in the Funds will be valued in United States dollars. As a result, the value of such interests in the Funds fluctuate with exchange rates, which, among other things, magnifies the impact of changes in the value of the Funds’ assets denominated in their local currency. The Funds will also have substantial exposure to currency fluctuations with respect to ongoing obligations to make capital contributions to local currency-denominated underlying funds over a period of years. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Although the Adviser may seek to mitigate the risks associated with the Funds’ currency exposure through hedges (such as by investing in foreign currencies, foreign currency futures contracts and options thereon, forward foreign currency exchange contracts, or any combination thereof) or other risk management techniques, there can be no assurance that any such techniques will be (i) implemented, or if implemented, will be effective, or (ii) attractively priced or provide adequate protection. Further, capital contributions and distributions of cash by the Funds generally are stated, made or payable in United States dollars. An investor whose functional currency is not United States dollars will bear substantial risks associated with fluctuating currency exchange rates. Trade Policy There is often a high degree of government regulation of economies and trade in the financial markets. Moreover, political leaders in the United States (including President Trump) and certain European nations have in the recent past been elected on protectionist economic policies, fueling doubts about the future of global free trade. The U.S. government, among others, has altered its approach to international trade policy and, in some cases, chosen to renegotiate or potentially terminate certain existing bilateral or multi-lateral trade agreements and treaties with non-U.S. countries and has imposed, or threatened to impose, tariffs on certain foreign goods.

Trade tensions between the United States and various other countries give rise to concerns about economic and geopolitical stability and have had and likely will continue to have an adverse impact on global economic conditions. For example, the United States and the People’s Republic of China (the “PRC”) have each been implementing a number of tariffs and retaliatory tariffs on a variety of imports from each other targeting a variety of sectors, including aerospace, information and communications technology, industrial machinery, automobiles and agricultural products. These ongoing trade disputes have already had, and if they remain unresolved, could lead to additional, adverse economic effects on global markets, and negatively affect the Funds. In addition, a continued trade dispute between the United States and the PRC (or the United States and other countries globally) would be an ongoing source of instability, potentially resulting in significant currency fluctuations, or have other adverse effects on international markets, international trade agreements or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise), which could present additional risks and consequences for the Funds and their investments. There remains much uncertainty as to whether trade negotiations between the United States and the PRC (and the United States and other countries globally) will be successful and how these trade disputes will progress. Furthermore, if the trade tensions between the United States and other countries continue or escalate, or if additional tariffs, trade restrictions, economic sanctions, export controls or retaliatory measures are implemented by the United States (or such other countries) in connection with trade disputes or otherwise, there could be an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have a materially adverse impact on the performance of the Funds’ portfolio companies and returns to investors. Regulations Governing Foreign Investment Enterprises The PRC has adopted a broad range of laws, administrative rules and regulations that govern the conduct and operations of companies in the PRC that receive capital investments from foreign investors (known as ‘‘Foreign Investment Enterprises’’ or ‘‘FIEs’’), including the PRC Foreign Investment Law that became effective on January 1, 2020. These laws, rules and regulations provide some incentives to encourage the flow of investment into the PRC, but they also subject FIEs to a set of restrictions that may not always apply to domestic companies in the PRC. For example, FIEs are prohibited from participating in certain industries and may only participate in certain other industries if they are at least partially-owned by domestic PRC investors. The rules and regulations restricting FIE participation in certain industries in the PRC are codified in the Foreign Investment Catalogue and the Foreign Investment Negative List, which are administered by the PRC Ministry of Commerce and its local branch offices (‘‘MOFCOM’’) and the PRC National Development and Reform Commission and its local branch offices (“NDRC”). The Adviser cannot provide any assurance that laws or regulations in the PRC will not restrict the Funds’ ability to invest in the PRC. Such Funds may be required to apply for PRC government approvals with respect to its purchase and/or disposal of any investment that consists of an equity investment in a PRC company. In certain industries there is no guarantee that such Funds will be able to obtain such approvals. Current PRC laws and regulations provide MOFCOM and other regulators with significant discretion to delay or restrict foreign investment for broad public policy reasons such as antitrust and national security. Further, MOFCOM has the power to require that the terms of an investment be altered as a precondition to approval. Altered terms can include the amount of ownership granted, as well as governance and liquidity rights. PRC regulatory authorities may cause delays or refuse to grant necessary approvals and the process of securing approvals may

result in a level of expenses to such Fund which exceeds the level of expenses necessary to make investments of a similar nature in other jurisdictions. Under current PRC laws and regulations, the industries and businesses in which FIEs are prohibited or restricted to participate may include, without limitation, certain internet businesses, internet news information services, online publication services, online audio and video programs, business premises for internetaccess services, and internet cultural business (excluding music), and services for internet information release by the public. Further, the Measures for the Security Review of Foreign Investments (the “Security Review Measures”) jointly issued by the NDRC and MOFCOM took effect on January 18, 2021. Under the Security Review Measures, investment activities by foreign investors that are either in certain particular industries (such as military industry, infrastructure, information technology and financial services) or in close proximity of military and military industry facilities may be subject to the review and approval of the PRC government on the grounds of national security. In those circumstances, there is no guarantee that such Funds will be able to obtain the approval in a timely fashion or at all. As a “foreign person” under PRC laws, each such Fund is subject to the foreign ownership/investment restrictions discussed above. As a result, part of the businesses of investments in the PRC may be conducted through contractual arrangements with entities in which equity holders (including the Adviser) do not own any equity interests and instead have an indirect financial interest, known as Variable Interest Equity (“VIE”). VIEs and their subsidiaries hold the licenses, approvals and key assets that may be essential for the business operations of the applicable investments in the PRC. These contractual arrangements may not be as effective in providing control over the VIE and its subsidiaries as direct ownership. For example, the VIE may fail to take actions required for the operations of investments in the PRC despite its contractual obligation to do so. In addition, it cannot be assured that the VIE’s shareholders would always act in the best interests of the investments in the PRC and such Fund. If a VIE or its shareholders fail to perform their respective obligations under the contractual arrangements of which they are a party, the investments in the PRC and Fund may incur substantial costs and expend substantial resources to enforce its rights under the contracts. Such Fund may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. In recent years, the PRC government has indicated on several occasions that it has been closely watching the use of the VIE structure and might decide to strengthen the supervision and regulation thereof in the future. Furthermore, there have been several precedents in which PRC arbitration tribunals deemed certain VIE agreements null and invalid because they, working as a whole, circumvented the PRC laws and regulations for guiding foreign investment. While the PRC Foreign Investment Law does not explicitly restrict VIEs, it has a catch-all provision under the definition of “foreign investment” that includes investments made by foreign investors in the PRC through other means as provided by laws, administrative regulations or provisions prescribed by the State Council of the PRC. The language leaves open the possibility of future laws and regulations that further specify contractual arrangements as a form of foreign investment, in which case it will be uncertain whether foreign investors’ VIE agreements in connection with businesses in restricted industries will be deemed to have violated PRC laws and regulations. If the PRC government indeed determines that the VIE structure adopted by such Fund’s portfolio companies for their business operations does not comply with PRC laws and regulations, the relevant governmental authorities would have broad discretion in dealing with such violation against the subsidiaries or the VIEs, including levying fines, confiscating income, revoking the business licenses or operating licenses, discontinuing or placing restrictions or onerous conditions on their operations, requiring costly and disruptive restructuring, and taking other regulatory or enforcement actions that could be harmful to their business. In addition, with regard to any

transaction between subsidiaries and VIEs, the PRC taxation department may adjust the taxable revenue or income deriving from such transaction and impose additional taxes, penalties and/or fines on VIEs and/or subsidiaries, if it considers such transaction to not comply with the arm’s length principle. Any of these actions could cause significant disruption to the business operations of such Fund’s portfolio companies, that rely on the VIE structure, which would in turn materially and adversely affect their business, financial condition and results of operations. Exposure to Digital Assets The Funds are indirectly exposed to, and have in the past, and may in the future themselves hold, digital assets. The Funds may also invest in operating companies whose business models are reliant on the availability of, or are significantly exposed to, digital assets (“Crypto Companies”). These investments are subject to additional risk beyond those associated with other currency, private or illiquid investments. Digital assets, including “blockchain” assets, digital “tokens” and “cryptocurrencies” and related derivative instruments, are part of a rapidly evolving industry that is subject to a high degree of volatility in value/price and regulatory uncertainty. Digital currency is not issued by any government, bank or central organization, but instead exists on an online, peer-to-peer, distributed network that acts as a public and immutable record of all transactions in the underlying digital currency. Digital assets prices have been subject to periods of excessive volatility in the past, and such periods can be expected to recur, which will impact the value of the Funds’ underlying assets. Price volatility is influenced by many unpredictable factors, such as market sentiment, inflation rates, interest rate movements and general economic and political conditions. Regulation of digital assets such as cryptocurrencies, digital assets derivatives, blockchain technologies, and digital assets-related exchanges is undeveloped and rapidly evolving, sometimes in an inconsistent “patchwork” of potentially conflicting and overlapping rules. Various regulatory, legislative and executive bodies in the United States and in other countries have adopted, and may in the future adopt laws, regulations, guidance, or other actions, which severely impact the development, adoption, utility, and growth of digital assets and severely restrict the right to acquire, own, hold, sell or use digital assets, or to exchange digital currencies for fiat currency. Such bodies could seek to regulate Crypto Companies, including digital assets-related exchanges, which could prevent Crypto Companies from continuing operations, resulting in a total loss of a Fund’s investment. Such actions may restrict the ability of the Funds’ portfolio companies, underlying managers, or, if the Funds hold such assets directly, the Funds to invest in, hold, or trade digital assets, and could result in a total loss of the investment in particular digital assets and Crypto Companies. Further, digital tokens, a form of digital assets, have emerged as a new alternative channel for raising funds. These offerings, which are known as “initial coin offerings” or “ICOs” may be deemed to be the digital equivalent of an initial offering of securities. The Funds may be directly or indirectly exposed to ICOs through their underlying managers, including purchases in ICOs by such underlying managers and ICOs conducted by underlying portfolio companies, in each case over which the Funds will have no influence or control. The digital tokens offered in ICOs have no established public market and, although the digital tokens may be listed on exchanges, there can be no assurance that such exchanges will maintain a listing or continue to allow access by U.S. investors. As of the date of this Brochure, ICOs may not be registered under the Securities Act or under the securities law of any state or other jurisdiction and it is unclear how U.S. and non-U.S. regulatory agencies and courts will treat such offerings. As a result, the Funds and their underlying managers may have limited protection and recourse under existing law and such investments are

expected to be highly illiquid. There can be no assurance that a secondary market in an ICO will develop or, if it does develop, that it will provide digital token holders with sufficient liquidity or continue for the life of the token. These offerings are highly speculative and may result in a loss of the investment in any such asset. The tax aspects of an investment in digital assets are complicated and each prospective investor should consult with professional tax advisers familiar with such prospective investor’s specific personal tax situation and with the tax laws and regulations applicable to digital assets. The tax treatment of digital assets, including the timing and character of income and gain recognition on such assets, is, due to a lack of statutory, regulatory and case-law guidance, unclear for U.S. federal income tax purposes. For example, investments in digital assets could, under certain circumstances, cause the Fund, and therefore a non-U.S. investor, to be treated as “engaged in a trade or business in the United States” within the meaning of the Code and income and gain from such investments to be treated as effectively connected with such U.S. trade or business. As a result, the Fund may take positions with respect to certain tax issues in respect of digital assets which depend on legal conclusions not yet resolved by the courts. Should any such tax positions be successfully challenged by the U.S. Internal Revenue Service, an investor might be found to have a materially different U.S. federal income tax liability for that year than that reported on his or its federal income tax return. Additional Risks to Direct Investment in Digital Assets The Funds may invest directly in, or receive digital assets through, distributions in-kind from the Funds’ underlying managers. The methods for receiving, storing and disposing of digital assets differ significantly from those of traditional currencies, commodities, physical assets or securities. Digital assets distributed in-kind to the Funds will require the Funds to implement mechanisms such as digital wallets or other means to receive the distribution. The Funds will have to make appropriate arrangements before receiving such in-kind distributions which may cause significant delays, during which period there may a be a material decline in the value of such assets. If the Funds seek to dispose of digital assets received as an in-kind distribution, they may incur additional costs and risks to dispose of such assets and there can be no assurance that the Funds will be able to do so. As a result, pending any such disposition, the Funds will be subject to market risks inherent in holding such assets and may obtain less value from such distribution than they would have received if the distribution were made in cash. Digital assets are generally expected to be highly illiquid, and it may be impossible to dispose of such assets for some period, during which they may fluctuate in value until they are sold or otherwise realized. Under the Advisers Act, SEC registered investment advisers are required to hold securities with “qualified custodians”. Certain digital assets may be deemed to be securities. Currently, many digital asset custodial services may fall outside of the SEC’s definition of “qualified custodian,” and many long-standing, prominent qualified custodians do not provide custodial services for digital assets or otherwise provide such services only with respect to a limited number of actively traded digital assets. In addition, even when a qualified custodian is capable of taking custody of a digital assets, in certain cases it may not support yield-generating options that are in the Funds’ interest to pursue. It likely will not be possible, either because of a lack of available policies or because of prohibitive cost, for the Funds to obtain insurance of any type that would cover losses associated with digital assets and any uninsured loss would cause the Funds to lose a portion or all of its assets.

Risks of Artificial Intelligence Generally The Adviser’s ability to use, manage and aggregate data, including data related to the use of artificial intelligence (“AI”) tools, may be limited by the effectiveness of its policies, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and securely 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 will under certain circumstances restrict certain third-party and open source AI tools, the Adviser’s employees will be authorized to use business versions of certain AI tools. Use of any AI tools, like use of other technologies, poses risks relating to the protection of the Adviser’s proprietary data, including the potential exposure of the Adviser’s confidential information to unauthorized recipients and the misuse of the Adviser’s or third-party intellectual property, which could adversely affect the Adviser or the Funds. Use of AI tools may result in allegations or claims against the Adviser or the Funds 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. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in the Adviser’s and its employees’ decision-making, portfolio management or other business activities, which could have a negative impact on the Adviser or on the performance of the Funds. AI tools could also be used against the Adviser or the Funds in criminal or negligent ways. 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. The legislatures and administrative agencies of a variety of U.S. states and foreign jurisdictions have also proposed, and in a number of cases adopted, rules and regulations addressing 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 and the Funds to utilize AI in the manner it has to-date, and may have an adverse impact on the ability of the Adviser or the Funds to continue to operate as intended. The risks discussed above also apply with respect to the use of AI tools by the Adviser’s underlying managers, invested managers, consultants and service providers. Risks of Using AI in Investment Activities The Adviser and the Funds’ underlying managers and portfolio companies may utilize AI systems that employ specific agents, algorithms, models, data sources, risk parameters, and portfolio construction techniques in their investment decision-making process. In addition to the risks described in Risks of Artificial Intelligence Generally above, such reliance on AI encompasses the additional risks described below. AI systems are complex and may not perform as expected due to limitations in their design, training, or execution. There can be no assurance that AI systems will accurately summarize documentation, general work product or make predictions, and underperformance in these systems could lead to significant investment losses. AI systems rely on vast datasets for training and operation, including historical market data, economic indicators, and other inputs. The accuracy and reliability of these datasets are critical to the performance of the AI systems. Incomplete, inaccurate, biased, or outdated data could lead to flawed analyses and poor investment decisions. Additionally, the Adviser may have limited control over the quality or availability of third-party data sources, increasing the risk of adverse outcomes. AI systems may also return inaccurate results due to biases embedded in the AI systems’ models, code or data. Biases may be intentional or inadvertent. Where a model relies on publicly available

data, particularly data on internet sites or services that permit users to create content, there is an increased risk that the data may impart bias to the AI systems or that misinformation will be incorporated in or influence the AI systems’ outputs. AI systems are highly dependent on the data and other inputs used to “train” them (whether such inputs are incorporated through human intervention or as a result of systematic effects) and, as a result, are prone to error or manipulation. AI systems can also make underlying logic for computations and results difficult to interpret and can behave in undesired or unexpected ways, and the effects of such behavior may compound over time and have material adverse effects on the Funds. It can be difficult to detect and/or remediate such behavior, or to implement improvements to AI systems. AI systems may operate as “black boxes,” where the rationale for their decisions is not fully transparent or interpretable, even to the Adviser. This lack of transparency may limit the Adviser’s ability to understand, monitor, or correct AI-driven decisions, increasing the risk of unexpected outcomes. Where AI systems are designed to operate autonomously or semi-autonomously, human oversight will be limited in certain circumstances due to the speed and complexity of AI-driven trading. Reduced human intervention could increase the risk of undetected errors or inappropriate investment decisions, particularly during periods of market stress. Data used to train AI systems may incorporate confidential information (including “material nonpublic information”), including data disclosed in contravention of non-disclosure agreements. The inclusion of confidential information may be the result of its unintended inclusion in large data sets, its inclusion in any input or prompt of a user of the AI systems (including users unaffiliated with the Adviser or the Funds) or as result of “web scraping” of information available on internet sites (for example, confidential information unintentionally posted by a third party to a publiclyavailable website or service). In any case, the inclusion of any confidential information in an AI system’s data set could result in a Fund inadvertently and unknowingly making an investment based on that information, which could result in such Fund violating U.S. or foreign securities laws. Further, in certain cases, AI systems may add to its data sets any information contained in user queries. Where this is the case and the AI system is not proprietary or exclusive to the Adviser, information contained or implied in the Adviser’s queries may be incorporated into the AI system and may affect responses to third parties’ queries. Where that data is sensitive or contains information about the Funds’ actual or prospective investments, the Adviser or the Funds may be adversely impacted. An AI system’s ability to process data may be adversely affected if the Adviser, or the provider of the AI system, experiences any disruptions to its computing resources or network connections, including disruption of cloud-based computing resources. As described above, the use of AI in investment management is subject to evolving regulatory scrutiny in various jurisdictions. Regulatory authorities may impose restrictions, reporting requirements, or penalties related to an underlying manager’s or the Adviser’s use of AI, particularly if AI-driven decisions are deemed to violate securities laws, anti-manipulation rules, or other regulations. Non-compliance with applicable regulations could result in fines, sanctions, or restrictions on the Funds’ operations all of which could negatively impact the Funds. Risks of Portfolio Companies’ Use of AI The Funds’ portfolio companies may use AI tools in their businesses or products and services. Any such use by such parties is subject to the risks described above in “Risks of Artificial

Intelligence Generally.” In addition, there can be no assurance that any portfolio company will use AI as effectively as its competitors or other market participants. As a result, such portfolio company may lose market share to such competitors or other market participants or fail to capitalize on or effectively pursue opportunities for expansion or increased profitability that effective use of AI tools could have provided. Further, the types and uses of AI tools continue to evolve and proliferate, and the Adviser anticipates that in certain cases, the profitability or market share of a portfolio company could be challenged or adversely impacted by the creation or use of a new AI tool, an existing AI tool utilized in a new way, or the overall increase in popularity and adoption of such AI tool. Any such developments could have an adverse impact on the Funds’ performance, and the usage of AI will not necessarily enhance any portfolio company products or services or be beneficial to any portfolio company business. Further, the use of AI may create strategic or competitive risks if AI outputs are inaccurate, misleading, or fail to meet business objectives. The use of AI could also expose portfolio companies to reputational risk if outputs are perceived as unethical, biased, or inconsistent with industry standards. In addition, legal and regulatory risks may arise if AI use does not comply with applicable laws, rules, or guidance in the jurisdictions in which the portfolio companies operate. Similarly, AI use could result in thirdparty claims, including for intellectual property infringement, misuse of data, or failure to comply with open-source licensing requirements. The Adviser generally does not have control over, or has limited ability to influence, how portfolio companies use AI tools and therefore may not be able to mitigate the risks associated with such use. Investors Will Experience Different After-Tax Returns Investors in the Funds have varying tax statuses, including U.S. taxable and tax-exempt investors and non-U.S. investors, and the Funds will invest in different investment opportunities, which are subject to different tax treatments. These diverse tax statuses will result in different tax treatment of investors in the Funds with respect to returns from investments made by the Funds, which will result in different after-tax returns among investors. For example, the Main Fund is expected to derive income from investments that may be treated as Effectively Connected Income (ECI) or Fixed, Determinable, Annual, or Periodical income (FDAP income), under the Code, which may result in increased entity-level tax (including as a result of an investment being made through an entity taxable as a corporation for U.S. federal income tax purposes with respect to certain investors to avoid certain adverse tax consequences therefrom) and tax withholding obligations for certain of its investment conduits, including those which are domiciled in foreign jurisdictions. These adverse tax consequences would be expected to reduce an investor’s return on investment and will be disregarded for purposes of calculating the Performance Allocation payable to the Adviser or an affiliate of the Adviser, if any. In addition to affecting after-tax returns, these differences can result in circumstances where the structuring of an acquisition or disposition of an investment is carried out in a manner that is more advantageous or disadvantageous for tax purposes for different classes of investors. These differences are magnified by the dependence of the Fund’s investment strategy on other managers. While the “master-feeder” structure of the Main Fund alleviates certain differences in performance, the Adviser is not generally able to predict with any certainty the character of income that has been or will be generated by any Fund investment and the Adviser has no control or discretion over the types and structuring of acquisitions, dispositions and management of any investment made within another entity or investment fund structure in which the Fund holds interests. Each investor selects, in its sole discretion based on its own diligence, the appropriate Fund in which such Investor would invest, subject to HRTG’s right to reject any subscription, in whole or

in part, in its sole discretion. Investors should review the Funds’ Governing Documents and consult with their legal and tax advisors regarding the tax impact of any investment in the Funds. Tax Risks, Including Change of Tax Laws U.S. and non-U.S. tax laws are complex, and can change after an investor’s investment in a Fund or after a Fund has invested its assets (which change may have retroactive effect). Changes in tax laws or interpretation of such laws may be adverse to the Funds and their investors. Non-U.S. tax laws, including tax treaties, could also change, which change may have retroactive effect. Each prospective investor should consult its own tax advisor with respect to tax issues related to, and the impact of potential changes in applicable tax laws on, an investment in a Fund in light of its particular tax situation. Events The Adviser and its affiliates expect to regularly host, sponsor and/or attend meetings, conferences, events and other gatherings in their sole discretion (“Events”). The attendees of such Events hosted by the Adviser or its affiliates will be selected by the Adviser and its affiliates in their sole discretion and will include, but are not limited to, current, prior and prospective investors, executives and personnel of portfolio companies, underlying managers and/or invested managers, members of the Board of Directors, personnel of industry organizations, personnel of HRTG Management and/or other persons that are strategic relationships or “friends of the firm”. The expenses associated with hosting, sponsoring and attending Events can be material and may include, and in the past have included, among other expenses, the costs associated with an Event’s venue, set-up, entertainment, recreation, equipment, gifts, honoraria, speakers, lodging and accommodations, dining, travel expenses (including private and charter plane costs), and other incidentals for attendees. The Partnership Agreements authorize the Adviser to treat the fees, costs and expenses associated with such Events as Fund expenses, and accordingly, such expenses will be, and have been, borne by the Funds and investors. While the Adviser intends for Events to benefit the Funds, there can be no assurance that any Event will result in investment opportunities for or will improve the returns of the Funds. The Funds reimburse the Adviser or affiliates for certain fees, costs and expenses associated with Events, and no such payments will offset the Advisory Fee. Interpreting the Governing Documents The Governing Documents 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, including those provisions related to Fund expenses, 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. The Adviser, in its sole discretion, will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations; however, the interpretations used may not be the most favorable to the Funds or investors. Performance Allocation The right of the Adviser’s affiliate to receive Performance Allocations with respect to Series B Interests may create an incentive for the Adviser to cause the Main Fund to make investments

that are riskier or more speculative than would be the case if the Adviser were not entitled to such Performance Allocations. Similar considerations apply to receipt of carried interest from CIFs and SPEs. Also, since Performance Allocations are calculated on a basis that includes unrealized appreciation of the Fund’s assets, Performance Allocations may be greater than if calculated solely on the basis of realized gains. Moreover, if realized gains turn out to be less than the unrealized appreciation on which any Performance Allocations were based, investors will not be entitled to a return of any portion of the prior Performance Allocations. In addition, tax laws could encourage the Adviser to cause a Fund to hold investments for longer than it otherwise would. Specifically, under the Code, to the extent income allocated in respect of the Performance Allocations includes realized gains, those gains may be eligible for long-term capital gains treatment by the Adviser (and subject to tax at a lower rate) only to the extent that the Fund held the relevant assets for at least three years. Disparate Treatment of Investors In general, the Governing Documents of a Fund authorize the Adviser to exercise broad discretion with respect to certain activities of such Fund, including, without limitation, in respect of its ability to cause a Fund to offer to repurchase, and to repurchase, an investor’s interest in the Fund, to exercise the applicable withdrawal provisions (voluntary and otherwise), to share information with investors and to offer co-investment opportunities. For example, the Adviser may, in its sole discretion, require that certain investors withdraw from a Fund or facilitate contemplated withdrawals by certain investors as transfers to a prospective investor that is looking to be admitted to, or to increase its exposure to, a Fund. Similarly, subject to a Fund’s Governing Documents, the Adviser may make a co-investment opportunity available to one or more investors without making such opportunity available to all investors (see “Conflicts with Respect to the Allocation of Co-Investment Opportunities” in Item 11, below). The Adviser is also permitted to waive all or a part of an Advisory Fee, Performance Allocation and/or carried interest with respect to certain investors. Any such waiver will reduce the overall Advisory Fees paid to a Fund, or in the case of the Performance Allocation and/or carried interest, the amount paid to the Advisor, but will not reduce the fees and/or incentive paid by any investor whose fees and/or incentive is not waived or otherwise specifically reduced. There can be no assurance that the Adviser will exercise its discretion with respect to any scenario in the same way with respect to different investors, notwithstanding that such investors may be otherwise similarly situated. In addition to the foregoing, the Adviser may exclude any investor from participation in one or more particular investments or in the profits and losses of one or more particular investments (see “Memorandum Accounts” below for more information). As a result, one investor’s return on investment may differ significantly from the return on investment earned by an otherwise similarly situated investor. Similarly, the Adviser expects that it will hold events for current and prospective investors where only certain investors will be invited to attend. In accordance with the Governing Documents of the Funds, the Adviser expects that a Fund will typically bear the costs of such events, even if all investors are not invited to attend. Involuntary Investor Withdrawal The Adviser may, in its sole discretion, require the withdrawal of an investor, in whole or in part, under circumstances set forth in the applicable Fund’s Governing Documents, including, without limitation, (i) if the Adviser determines in good faith that continued participation by such investor is inconsistent with the interests of the applicable Fund, (ii) if HRTG determines in its reasonable

discretion that continued undiminished participation of the investor in the applicable Fund is reasonably likely to (x) constitute or give rise to a violation of applicable law or (y) otherwise subject the Fund or the Adviser to material onerous legal, tax, or other regulatory requirements that cannot reasonably be avoided, or (iii) for any reason or no reason as determined by the Adviser in it sole discretion (which could include consideration of the Adviser’s own interests). For example, the Adviser may require the complete withdrawal of any investor that has a capital account balance with respect to a particular Fund that is below a certain amount. For the avoidance of doubt, the Adviser may, in its sole discretion, take a Performance Allocation with respect to the withdrawn portion of an investor’s capital account if any. Any such Performance Allocation will be calculated as of a date determined by the Adviser in its sole discretion, utilizing the investment valuations that are available to the Adviser at that time, which could be unaudited. Accordingly, the Adviser may have an incentive to require the involuntary withdrawal of an investor at a time that could result in the Adviser’s affiliates receiving a larger Performance Allocation and/or a Performance Allocation sooner than they otherwise would have, as compared to if the investor had not been involuntarily withdrawn. The Adviser may apply involuntary removal provisions differently to different investors, including similarly situated investors, and to an investor regardless of any pending restructuring or other action or request (e.g., annual payout election, voluntary withdrawal election, transfer request, conversion request, or indication of interest). Limited Access to Information The rights of investors to information regarding a Fund and its portfolio are specified, and strictly limited, in the Governing Documents of certain Funds. In particular, it is anticipated that the Adviser will obtain certain types of material information that will not be disclosed to Investors. For example, the Adviser may obtain information regarding portfolio companies that is material to determining the value of securities issued by such portfolio companies. Such information may be withheld from Investors in order to comply with duties to such portfolio companies or otherwise to protect the interests of such portfolio companies or a Fund. Additionally, the Governing Documents of certain Funds permit the Adviser, in its sole discretion, to withhold information from select investors in certain circumstances. The Adviser will, from time to time, elect to withhold Fund information from such investors or restrict such investors from participation in discussions or updates regarding Fund activities for reasons relating to the overall harm or business or investment strategy of the Adviser, a Fund and/or other investors, despite the potential benefits to such investors of receiving such information. Decisions by the Adviser to withhold information may have adverse consequences for investors in a variety of circumstances. For example: (i) an investor that seeks to sell its interest in a Fund may have difficulty in determining an appropriate price for such interest; (ii) decisions by the Adviser to withhold information may make it difficult for investors to subject the Adviser to rigorous oversight; and (iii) each communication from the Adviser to one or more investors must be interpreted in light of the realistic possibility that the Adviser is in possession of undisclosed information relating to a Fund or its investments that could be material to a comprehensive assessment of such communication. Overall, prospective investors should not expect a Fund to be operated with the same degree of “transparency” as a publicly traded corporation. Memorandum Accounts Subject to a Fund’s Governing Documents, the Adviser may create “Memorandum Accounts” for the purpose of excluding (or discontinuing) any one or more investors from participating in any one or more investments or from profits or losses attributable to any one or more investments for

legal, tax, regulatory, or for any other reason. An investor must not assume that it will be entitled to participate in all investments or in any particular investment, nor that it will participate in profits and losses from every investment on an equivalent basis with all other investors. If one or more investors are so excluded from participation in an investment or in the profits and losses therefrom, the other investors will have greater exposure to that investment, and if that investment performs worse than the portfolio as a whole, such other investors will have worse performance than if such exclusion had not occurred. Similarly, if such investment performs well, the investor to which such exclusion applies will have worse performance than had such exclusion not occurred. Furthermore, such excluded investors may have proportionately greater exposure to investments from which they are not excluded, and their performance may vary as compared to performance in the absence of any such disproportionate exposure. Interest Rate Risk A Fund may have exposure to interest rate risks, meaning that changes in prevailing interest rates could negatively affect a Fund. Over any defined period of time, a Fund’s interest-bearing assets may be more sensitive to changes in market interest rates than the Fund’s interest-earning liabilities, or vice versa. Factors that may 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, international disorders and instability in domestic and non-U.S. financial markets. A Fund may periodically experience imbalances in the interest rate sensitivities of its 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. Risks of the Main Fund In addition to the risk of loss and the risks discussed above associated with investing in equity securities and other pooled investment vehicles, the Main Fund is also subject to the following risks: Long-Term Investment An investment in the Main Fund is a long-term commitment and there is no assurance of any distribution to investors. The Main Fund has no set dissolution date and is expected to remain in existence for a significant period of time. Although each investor will be permitted to receive an “annual payout” of up to a certain percentage of its capital account balance each year and will have certain withdrawal rights (in each case, subject to the limitations contained in the Partnership Agreements), it is not anticipated that the Main Fund will otherwise make distributions to investors. Flexible Investment Approach; Portfolio Asset Allocation The Main Fund does not pursue a broadly diversified portfolio or asset allocation, but may invest in a variety of asset classes or allocate capital across multiple geographies and sectors. The Adviser evaluates investment opportunities on an investment-by-investment basis which could result in over‐allocation or under‐allocation of the Main Fund’s capital to any particular asset class, geography or sector at any time. A higher concentration in a particular asset class, geography or sector could reduce the Main Fund’s ability to produce returns for investors. The ability of the Main Fund to successfully allocate capital across its target portfolio will depend, among other things, upon the ability of the Adviser to: (i) understand the risks and returns of each of the

potential asset classes, geographies, and sectors; and (ii) remain informed as the market landscape changes over time. Any return to the investors will also depend upon the successful implementation of the Main Fund’s asset allocation strategy on an ongoing basis. There can be no guarantee that the Main Fund will be able to participate in any particular investment, and risks described in more detail herein may make it difficult for the Adviser to pursue its strategy of creating broadly diversified portfolios for the Main Fund. Changes in Environment The Main Fund’s investment program is intended to extend over a period of decades, during which the business, economic, political, regulatory, legal, and technology environment within which the Main Fund operates are expected to undergo substantial changes, some of which may be adverse to the Main Fund. There can be no assurance that investment strategies developed and implemented in the current market will remain appropriate as market conditions change. In addition, there is no guarantee that the Adviser will be able to keep up with developing market trends or other changes in the investment landscape. Returns to the investors will depend upon the successful evolution of the Main Fund’s investment strategy to address changes in market conditions over time. The Adviser (together with its subsidiaries, as applicable) will have the exclusive right and authority (within limitations set forth in the Partnership Agreements) to determine the manner in which the Main Fund shall respond to such changes, and investors generally will have no right to demand specific modifications to the Main Fund’s operations or investment strategy in consequence thereof. The investment sourcing, selection, management and liquidation strategies and procedures exercised by members of the Adviser in the past may not be successful, or even practicable, during periods of the Main Fund’s term. Within the limitations set forth in the Partnership Agreements, the Adviser (together with its subsidiaries, as applicable) will have the right and authority to cause the Main Fund’s investment sourcing, selection, management and liquidation strategies and procedures to deviate from those described in the applicable PPM. Limited Fund Liquidity It could be difficult or impossible for the Main Fund to raise additional capital or realize illiquid investments to obtain additional liquidity. This overall constraint upon liquidity could, from time to time, make it difficult or impossible for the Adviser to rebalance, take advantage of attractive investment opportunities, make distributions to investors or satisfy the Main Fund’s obligations to third parties (including fulfilling contractual obligations such as capital commitments). While the Adviser will seek to manage the Main Fund in a manner that causes the Main Fund to maintain adequate liquid reserves, there can be no assurance that such reserves will be sufficient under all circumstances. Rebalancing the Portfolio Regular rebalancing of the Main Fund’s portfolio is an integral part of the Adviser’s investment strategy. However, there are risks associated both with rebalancing the portfolio too often and failing to rebalance the portfolio often enough. Failure to rebalance the portfolio when one asset class’s value grows significantly relative to other asset classes could result in the Main Fund’s portfolio being excessively concentrated in an overvalued asset class, and therefore more vulnerable to market corrections. On the other hand, rebalancing could result in the Main Fund’s disposing of investments too frequently, thereby failing to capture sufficient upside with respect

to the underlying securities or incurring excessive transaction costs. In addition, the appropriate time period between one rebalancing and the next will vary depending on market conditions and other factors outside of the Adviser’s control, and it will be difficult for the Adviser to determine the optimal time for each rebalancing. Risk Management Although managing risk is a principal element of the Adviser’s overall investment strategy, the Main Fund is expected to make investments that, viewed in isolation, present very substantial risks. Rather, the Adviser will seek to manage risk across the Main Fund via a broad array of riskoffsetting techniques. There can be no assurance that the Adviser will be successful in avoiding excessive risk exposure in connection with the Main Fund’s investments. The Adviser’s ability to successfully manage risk will depend in significant part upon: (i) the ability of the members of the Adviser to accurately obtain and analyze relevant data to identify possible risks; (ii) the ability of the members of the Adviser to make appropriate adjustments to the Main Fund’s asset allocations; and (iii) the availability and affordability of market vehicles to reduce risk (e.g., swaps, hedges, puts and insurance). If the Adviser is unable to identify the relevant risks or adjust the Main Fund’s asset allocations to mitigate risks, or if the cost of market vehicles to reduce risk is prohibitive, the Main Fund’s investment performance could suffer. Risks of the CIFs and SPEs In addition to the risk of loss and certain of the risks discussed above associated with investing in pooled investment vehicles, including those with long-term investment horizons and limited liquidity, certain of the CIFs and SPEs are also subject to the following risks: Concentration of Investments The portfolio of a CIF will be concentrated in a limited number of companies, real estate interests, or other entities, and an SPE will be concentrated generally in a single portfolio investment, generally increasing the vulnerability of such CIF’s or SPE’s portfolio as compared with a portfolio that is more diversified. In certain cases, a CIF or SPE could acquire majority or greater interests in portfolio companies or other entities, which could further increase the vulnerability of the portfolio. The Adviser will be under no obligation to achieve diversification. Limited Investment Opportunities; Relation to Other Funds of the Adviser Certain of the CIFs and SPEs are or will be formed to invest primarily in companies, real estate interests, or other entities that have received, or will simultaneously receive, investment from one or more other Funds. As a practical matter, this means that a CIF and/or an SPE will invest solely to the extent that the Main Fund has satisfied its investment “appetite,” and with respect to a CIF, also to the extent that it has sufficient available capital (as determined by the Adviser in its sole discretion), with the consequence that, in this regard, a CIF’s and SPE’s investment interests are considered subordinate to the investment interests of the Main Fund. It is difficult to predict exactly when investment opportunities will occur, but the Adviser expects that a CIF will typically make a number of investments and that there may be long periods between investments. Additionally, a CIF would expect to invest in less than all of the available opportunities. There is no guarantee that a CIF will be presented with many, or any investment opportunities and the Adviser may not encounter, during a CIF’s investment period, excess investment opportunities that exceed the Main Fund’s appetite and are available for investment

by a CIF. The Adviser may also determine, in its sole discretion, that all or a portion of an investment opportunity that exceeds the Main Fund’s appetite is not desirable for a CIF and may allocate such portion to an SPE or another party. As a result, it is possible that certain of the CIFs will invest only infrequently. A CIF may also participate in follow-on opportunities, which could be presented after the end of a CIF’s investment period and which will generally be allocated subject to the same priority rights detailed above. Please see “Conflicts with Respect to the Allocation of Investment Opportunities” and “Conflicts with Respect to the Allocation of Co-Investment Opportunities” in Item 11 for additional details on how the Adviser allocates investment and co-investment opportunities. Capital Calls The nature of the CIFs’ and SPEs’ investment programs make the capital call schedule difficult to predict. In general, the Adviser expects that there will be several capital calls during the investment period of a CIF, but the pace will vary and there may be significant periods between capital calls. For an SPE, the capital call timeline will be dependent on the nature of the underlying investment and the pace could vary. Investors will have no assurance when their capital commitments will be called, and CIFs and SPEs will call capital in a less predictable manner than is typical for venture capital or other types of private investment funds. In order to respond to such unpredictability, investors may need to maintain a greater than average portion of their capital commitments in assets that can be readily converted into cash. Additionally, given the possibility that a CIF may not be presented with many or any investment opportunities, investors who have made a capital commitment to a CIF may not have the opportunity to invest all or a substantial amount of their capital commitment amount while, simultaneously, forgoing alternative investment opportunities they could have made instead. Availability of Sufficient Capital A CIF will be able to participate in an investment opportunity only to the extent that it has sufficient remaining capital to make the investment, as determined by the Adviser in its sole discretion. Once a CIF has utilized its available capital, the Adviser expects that such CIF will make no further investments, even if no other CIF has been raised or begun its investment period. In such circumstance, the Adviser, in its sole discretion, may allocate any excess investment opportunity to an SPE without allocating any portion of such opportunity to a CIF. There can be no assurance that any investment opportunity presented to a CIF will be invested in by the CIF, and a CIF may need to pass on investment opportunities it may have otherwise invested in if the CIF does not have the necessary capital to make the investment. Additionally, even if a CIF has some amount of available capital, the CIF may pass on such investment opportunity if the amount of remaining capital is too small relative to the investment opportunity or as a result of other business considerations, as determined by the Adviser in its sole discretion. Such investment opportunities not invested in by a CIF may be invested in by other Investment Vehicles. If due to lack of sufficient capital, a CIF passes on a follow-on investment opportunity in a portfolio company where the CIF has an existing investment, and other Investment Vehicles and/or third parties proceed with an investment in such investment opportunity, the CIF will be diluted in its investment. The returns of a CIF may be negatively impacted as a result of any of the foregoing. SPEs and Future CIFs The Adviser expects to form SPEs which may invest alongside the Main Fund and/or a CIF in specific co-investment opportunities. Furthermore, the Adviser currently expects to raise

additional CIFs in the future and generally the investment periods of the future CIFs will not overlap with those of the existing CIFs. As detailed above, a CIF may participate in follow-on investment opportunities and while the investment periods of the CIFs likely will not overlap, the Adviser may elect in its sole discretion to allocate certain follow-on investments that arise after the end of the investment period of a CIF to either such CIF, or to another Investment Vehicle. In making this determination, the Adviser may take into account allocation factors that include, but are not limited to, the level of capital commitments remaining in a CIF, the structure or terms of the applicable investment or any of the other allocation factors detailed in “Conflicts with Respect to the Allocation of Co-Investment Opportunities” in Item 11. No investor in a CIF will have a right, entitlement or priority to invest in an SPE or a future CIF by virtue of making an investment in a CIF. In addition, in the event that an SPE provides for a higher Advisory Fee or carried interest than a CIF, the Adviser will be incentivized to allocate less or none of an investment opportunity to a CIF and more to the SPE. Restrictions on Withdrawals Unlike the Main Fund, the CIFs and SPEs are typically closed-end funds. Subject to the terms of the Governing Documents, investors in a CIF or SPE are generally not permitted to withdraw all or any portion of their capital. Investors in a CIF or SPE must be prepared to bear the risks of owning the Interests and contributing capital for an extended period of time. Limited Liquidity Substantially all of the CIFs’ and SPEs’ assets are expected to be illiquid or subject to substantial limitations on liquidity. A CIF or SPE may not be able to readily dispose of an investment, and its ability to transfer an investment may be subject to restrictions and certain consent requirements. Further, there can be no assurance that a CIF or SPE will be able to dispose of their investments at an attractive price or otherwise be able to effect a successful realization or exit strategy. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for a CIF or SPE to sell or otherwise dispose of its investments (either directly or indirectly) at an acceptable price. In the event of the dissolution of a CIF or SPE, there can be no assurance that a CIF or SPE will be able to divest or otherwise dispose of its investments prior to making its final liquidating distributions, which may require the CIF or SPE to make in-kind distributions. Carried Interest As described in Item 6, the general partner of a CIF and certain SPEs is typically entitled to receive carried interest distributions from the CIF or SPE pursuant to its Governing Documents. This may create an incentive for the general partner to cause the CIF or SPE to undertake activities that are riskier or more speculative than would be the case if the general partner were not entitled to such carried interest distributions. In addition, tax laws could encourage the general partner to cause a CIF or SPE to hold investments for longer than it otherwise would. Specifically, under the Code, to the extent income allocated in respect of the carried interest distributions includes realized gains, those gains may be eligible for long-term capital gains treatment by the general partner (and subject to tax at a lower rate) only to the extent that a CIF or SPE held the relevant assets for at least three years.

Abbreviated Investment Periods and Loss of Opportunities Outside the Investment Period Unlike the Main Fund, which has no set investment period, the investment period for each CIF is set forth in its Partnership Agreement. With the exception of follow-ons, opportunities offered to each CIF are generally limited to those for which the Adviser’s investment team made a final investment decision for the Main Fund during the applicable CIF’s investment period and allocations of investment opportunities are made in the Adviser’s sole discretion. As a result, other Investment Vehicles (including future CIFs) may make additional investments in a portfolio company of a CIF, without the CIF participating in such additional investment. As a result, other Investment Vehicles may acquire securities or other interests that are senior, whether economically or otherwise, to the interests held by such CIF. Participation by other Investment Vehicles in such additional investment opportunities would result in dilution of such CIF’s interests in a particular investment, which raises conflicts described in “Conflicts with Respect to Related Party Transactions” in Item 11. If assets are insufficient for distribution to all equity holders upon the liquidation of an investment, this could result in a partial or total loss for a CIF that is not experienced by the other Investment Vehicles. Returns to Investment Vehicles can differ as a result of a variety of factors, including, but not limited to, terms and timing of investment. A Fund that is intended to invest alongside one or more other Funds or funds managed by an affiliate of the Adviser presents specific investment risks. See “Conflicts with Respect to Related Party Transactions,” “Conflicts Associated with Co-Investing with Other Funds” and “Conflicts with Respect to the Allocation of Co-Investment Opportunities” in Item 11, below, for more information on the risks and the conflicts associated with such co-investments. Item 9. Disciplinary Information

Item 10. Other financial industry activities and affiliations

Material Relationships with Related Persons HRTG (together with its subsidiaries, if applicable) serves as the general partner and investment advisor of the Funds. Day-to-day operations of the Funds have been delegated by HRTG to HRTG Management, which has substantial overlaps with HRTG in personnel. For further information about such conflicts and a description of how such conflicts are generally addressed by the Adviser, please see Item 11 below. Board of Directors Certain members of the Board of Directors of HRTG, including independent members, serve as directors, managers or officers or hold equivalent positions at other investment advisers or issuers, including entities in which the Funds hold investments.

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These members of the Board of Directors do not have controlling influence over the investment decisions of HRTG and are not involved in the day-to-day operations of the Adviser or the Funds. Certain of those investment advisers will compete for the same opportunities as the Funds and have invested, and will invest in the future, in the same opportunities as the Funds. Members of the Board of Directors are invested, either directly or indirectly, in one or more of the Funds and entities in which the Funds hold investments.

The Funds have also invested, and may invest in the future, in investment vehicles or issuers affiliated with a member of the Board of Directors, in which a member of the Board of Directors has invested or of which a member of the Board of Directors is an officer, director or adviser. The Funds’ investments in these vehicles results in investment management and/or performancebased fees paid to such members of the Board of Directors or the affiliates of such members of the Board of Directors, which are, except as provided in Item 5 above, charged to the Funds and can enhance the profitability of the member of the Board of Director’s own investments. This creates a potential conflict of interest, which is mitigated by the fact that such members of the Board of Directors do not have a controlling influence over the investment decisions of HRTG and are not involved in the day-to-day operations of the Adviser or the Funds. Affiliated Advisers As described above, HRTG has delegated responsibility for the day-to-day operations of the Funds to HRTG Management and HRTG KY. HRTG has not, however, delegated to HRTG Management and HRTG KY the authority to make actual investment acquisition and disposition decisions or to select third party managers or investment vehicles with or in whom to invest. HRTG Management and HRTG KY file information regarding their businesses on a single Form ADV with HRTG in reliance on applicable SEC guidance. In addition, one or more Funds has indirectly invested in Pinegrove Adviser LLC, Pinegrove Opportunity Partners LLC and Pinegrove Venture Partners, LLC, each a U.S. registered investment adviser with the SEC. The Funds have invested in investment vehicles and issuers affiliated with, managed by or in which persons who hold ownership or economic interests in the Adviser are officers, advisers, members of the Board of Directors and/or have invested or otherwise have a participation interest. The Funds also from time to time participate in transactions alongside clients of affiliated advisers (directly or through pooling vehicles). Except as otherwise described in this Brochure or agreed among the applicable parties, the Funds’ investments in these vehicles result in investment management and/or performance-based fees paid to such affiliated advisers, which will be charged to the Funds and enhance the profitability of affiliated advisers and related persons. For a description of material conflicts of interest created by the relationship among the Adviser and its affiliated advisers, as well as a description of how such conflicts are generally addressed, please see Item 11 below.

Item 11. Code of ethics, participation in client transactions and personal trading

Trading Code of Ethics The Adviser has adopted a written Code of Ethics that is applicable to every officer or member of the Adviser (and every other person occupying a similar status or performing similar functions); every other employee of the Adviser; and every other person (i) who is subject to the Adviser’s supervision and control and (ii) who provides investment advice on behalf of the Adviser. 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 certain preclearance and reporting obligations. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. Adviser personnel and their families

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and households are permitted to purchase investments for their own accounts, subject to the Code of Ethics. Persons who are subject to the Code of Ethics are required to annually certify compliance with the Code of Ethics and file periodic reports, as required by Rule 204A-1 under the Advisers Act. A copy of the Code of Ethics is available to any client or prospective client upon request by contacting the Chief Compliance Officer of the Adviser at the address provided on the cover of this Brochure. Participation or Interest in Client Transactions Certain members, employees, former employees, affiliates and employees of affiliates of the Adviser invest in and alongside the Funds, either through the Adviser, as direct investors in the Funds or otherwise. The Adviser has reduced and may reduce all or a portion of the Advisory Fee and Performance Allocation related to investments in the Funds by certain of such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Conflicts of Interest The Adviser and its principals and related entities engage in a broad range of activities, including investment activities for their own account and for the account of one or more Funds and other investment funds. In the ordinary course of conducting the Adviser’s activities, the interests of one or more Funds will at times conflict with the interests of the other Funds, the Adviser or its or their affiliates. Certain of these conflicts of interest, as well as a description of how the Adviser addresses such conflicts of interest, can be found below. The material conflicts of interest encountered by the Funds include those discussed below, although the discussion below does not necessarily describe all of the conflicts that could be faced by the Funds. Other conflicts are disclosed throughout this Brochure and the Funds’ Governing Documents, each of which should be read in its entirety for other conflicts. Resolution of Conflicts In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, in its sole discretion. In resolving conflicts, the Adviser considers various factors, including the interests of the Funds with respect to the immediate issue and/or with respect to their longer term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest:

The Adviser will consider the appropriateness of an investment from the viewpoint of the applicable Funds;

Many conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the relevant Governing Documents;

The Adviser has established a Compliance Committee consisting of the Managing Members, the Chief Compliance Officer, the Chief Operating Officer, Chief Information Security Officer, the Chief Financial Officer and the Legal Directors (the “Compliance Committee”). The Compliance Committee will assess new or potential conflicts as deemed

necessary and appropriate and will be authorized to grant waivers, establish new procedures, or amend existing procedures as warranted;

Where the Adviser deems appropriate, unaffiliated third parties will be used to help resolve conflicts;

Under certain of the Partnership Agreements, certain transactions that involve conflicts of interest between the Adviser and the Funds are submitted to the Boards of Directors of the Funds (the “Board of Directors”) for resolution. However, the Board of Directors will not necessarily align with the interests of all the investors and the members of the Board of Directors are themselves subject to various conflicts of interest described in this Item 11 and elsewhere in this Brochure; and

Prior to subscribing for interests in the Funds and as deemed appropriate by the Adviser thereafter, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Funds in the Funds’ Governing Documents, which may be updated from time to time.

In certain instances, conflicts of interest will be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. 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. Fund 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. Conflicts with Respect to Related Party Transactions The Funds will make investments in, or otherwise enter into transactions with other issuers, affiliated funds, investment funds or accounts managed or sponsored by the Adviser or its affiliates (including Investment Vehicles), Fund investors or their affiliates and members of the Board of Directors and their affiliates (collectively with the Funds, the “Related Parties”). A Fund’s investment in these vehicles can result in investment management and/or performance-based fees paid to such Related Parties, which are charged to the Fund and can enhance the profitability of the Related Party’s own investments. Conflicts of interest arise in a number of different situations involving transactions with the Related Parties including, but not limited to, (i) when a Fund invests in or co-invests with a Related Party or a Related Party invests in the Funds, (ii) when a Fund invests in an existing investment held by a Related Party, (iii) when a Fund or Related Party invests in different securities issued by the same company, (iv) when a Fund or Related Party invests in the same or different securities issued by the same company on different terms and/or different times, and (v) when a Fund or Related Party enter into an agreement for the purchase or sale of securities. Each such transaction presents its own risks and special considerations. In general, except as otherwise set forth in the Partnership Agreements, the assessment and evaluation of such risks and considerations on behalf of each Fund is the sole responsibility of the Adviser. The Adviser will use its reasonable judgment (taking such factors into consideration as the Adviser, in its sole discretion, deems relevant) when resolving conflicts of interest that arise in connection with transactions with, involving or related to Related Parties. With respect to certain Funds, the Governing Documents require approval of investors in connection with certain transactions between the Fund and Related Parties. Such approval is generally not required where the Adviser takes reasonable steps to establish that the terms of the transaction are arm’s length (which the

Adviser will presume where a Fund sells assets to a Related Party at a price equal to the Fund’s cost, inclusive of expenses, plus interest thereon, within 12 months of acquiring such assets). Funds are expected to, at times invest in conjunction with an investment by one or more Related Parties (including another Investment Vehicle), or in a transaction where a Related Party (including another Investment Vehicle) has already made an investment. Conflicts may arise in connection with such investments. In connection with these and other transactions, Related Parties and their affiliates from time to time receive transaction fees, break-up fees, directors’ fees or other compensation from investments made by the Investment Vehicles and/or Related Parties of the Funds, and the Investment Vehicles will not be entitled to any such compensation and such compensation is not expected to reduce Advisory Fees. Further, investment opportunities are from time to time appropriate for more than one Related Party at the same, different or overlapping levels of an issuer’s capital structure. Conflicts arise in determining the terms of investments, particularly where these Related Parties may invest in different types of securities in a single issuer. In the event that one Related Party has a controlling or significantly influential position in an issuer, including different contractual rights, it may or does have the ability to control 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 Related Party 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 Related Parties that have invested in the same issuer and do not have the same level of control or influence over the issuer. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the Related Parties may or may not provide such additional capital, and, if provided, a Fund will supply such additional capital in such amounts, if any, as determined by the Adviser. In addition, a conflict arises in allocating an investment opportunity if interests in the potential investment target could be acquired by either a Fund or Related Party. In the event one Related Party is unable to fund its share of additional capital (e.g., in the event such Related Party does not have sufficient available capital), the other Related Party (including a Fund) may be obligated to fund more than its share of such amount. In such event, one Related Party will gain greater exposure to such investment than may have been intended and the other Related Party will be diluted in such investment. The returns of a Fund may be negatively impacted as a result of the foregoing. Investments by more than one Related Party in an issuer also raises the risk of using assets of a Fund of the Adviser or its affiliates to support positions taken by other Related Parties. In addition, there may be differences in timing of entry into, or exit from, an issuer for reasons such as differences in strategy, existing portfolio or liquidity needs. Where more than one Related Party invests in the same issuer, there can be no assurance that such parties will dispose of investments at the same time or on the same terms. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, a Fund may realize different returns as compared to the same investment held by another Fund or other Related Party. These variations in timing may be detrimental to a Fund. In certain circumstances, if a Fund and a Related Party is participating in an investment or are contemplating participating in a prospective investment, a Fund may bear more than its pro rata share of expenses relating to such investment or prospective investment if the other Related Party 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) or is not otherwise permitted to bear such expenses (including, for instance, broken deal expenses).

In such circumstances described above, the Adviser could take steps to reduce the actual and potential conflicts of interest between the Funds and various Related Parties, 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, certain matters may be referred to the Board of Directors or a third-party, or a Fund may only invest in securities that seeks to align the interests with other investing Related Parties). Any such steps could have the effect of benefiting a Related Party or the Adviser at the expense of another Fund. From time to time, a Fund will make investments in portfolio companies or issuers in which another Fund has previously invested by exercising certain rights (e.g., pre-emptive rights, options, warrants, and other contractual rights) that were obtained and negotiated for by the original investing Fund in connection with a previous investment in the applicable portfolio company or issuer. Such investments may create conflicts of interest, including where other parties have the opportunity to benefit from rights and options that were negotiated by a Fund, as in most cases, no consideration will be paid to the original investing Fund. Additionally, in situations where more than one Fund is invested in a portfolio company or issuer, it is possible that not all Funds will elect to participate in a follow-on investment opportunity. In certain situations, such investment opportunity may pose certain risks or uncertainties, such as a loan to a portfolio company where such company requires an infusion of cash for various reasons, including, but not limited to, capital expenditures. Any Fund that participates in such investment opportunity will bear the risks associated with such investment, whereas any Fund that elects to not participate in such investment may experience benefits from such investment without any of the associated risk. Conflicts of interests also arise relating to members of the Board of Directors. Independent members of the Board of Directors are employed by the underlying managers or issuers in which the Funds are invested, and in the future other independent members of the Board of Directors may be employed by or otherwise affiliated with one or more managers or entities with whom the Funds choose to invest (including through investments in private funds or other investment vehicles managed by such managers), any issuer in which the Funds choose to invest, or other investment funds with whom the Funds choose to co-invest. Any such relationship may create an actual or potential conflict of interest. For example, an otherwise independent director may be influenced by his or her employer’s desire to establish or maintain an investment relationship with the Funds. The independent members of the Board of Directors do not participate in, or approve, the decision to make any particular investment or investments with any particular manager; however, there can be no assurance that conflicts of interest relating to members of the Board of Directors will not have a detrimental impact on the Funds. 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 herein) or other industries, which gives rise to conflicts of interest. For example, such personnel or family members might be officers, directors, personnel or full or partial 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 where such personnel or family members have an ownership interest or 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’ Governing 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 owned or 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 coinvestment 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 investments. Conflicts with Respect to the Funds’ Relationship with Certain Former Affiliates Sequoia Capital, Hong Shan (formerly known as Sequoia Capital China), Peak XV (formerly known as Sequoia Capital India), and each of their affiliates have transitioned to become fully independent from the Adviser. As such, such entities do not share overlapping interests, activities or branding, and the Adviser and the Funds will no longer be able to benefit from relationships with such entities. Specifically, the Adviser and the Funds will no longer be able to benefit from information possessed by such entities, including information about existing investments made by the Funds to the same extent they did prior to such transition. To the extent that a Fund is investing in, or alongside, vehicles managed by such entities, the inability to obtain such information may ultimately be detrimental to a Fund’s performance. Conflicts Associated with Investing with Other Funds The portfolio companies of one Investment Vehicle will, from time to time, be companies in which one or more other Investment Vehicles has, have or will have an indirect interest, creating a variety of inherent conflicts of interest for the Adviser and its affiliates. Because the Adviser serves as the general partner of the Main Fund, the CIFs and the SPEs, members of the Adviser will be subject to a variety of conflicts of interest arising from their indirect duties to, and pecuniary interests in, the Investment Vehicles. For example, members of the Adviser will have a financial incentive to support the interests of other Investment Vehicles by allocating investments away from an Investment Vehicle so that other Investment Vehicles can invest in those opportunities or by causing an Investment Vehicle to invest in a portfolio company on terms less favorable than it might otherwise obtain or by causing an Investment Vehicle to exercise its rights as a holder of securities of a portfolio company in a manner that minimizes harm to the other Investment Vehicles. In particular, members of the Adviser may be incentivized to cause one Investment Vehicle to provide capital to a portfolio company to maximize the likelihood that such portfolio company will survive, and thereby return all or a portion of the other Investment Vehicles’ investment, even though such Investment Vehicle invests or manages its investment on unattractive terms. In any such case, the profitability of an Investment Vehicle’s investment will generally be substantially reduced. The CIFs and SPEs will generally seek to identify and disclose conflicts of interest to investors, to the extent such conflicts can be reasonably identified, in connection with the offering of interests in the CIFs and SPEs. Conflicts with Respect to Certain Portfolio Investments Personnel of the Adviser serve as directors of, or observers on boards or in other roles with respect to certain portfolio companies, including invested managers. While conflicts of interest may arise in the event that such personnel’s fiduciary duties as a director, or other duties or obligations with respect to other roles with a portfolio company, conflict with those of a 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 nonpublic information by virtue of his or her role, which would have an adverse effect on the Fund. Furthermore, personnel of the Adviser serving as a director to a portfolio company owe certain duties to the portfolio company, on the one hand, and the relevant Fund, on the other hand, and such 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 interest of the portfolio company. Adviser personnel serving as directors may make decisions for a portfolio company that negatively impact a Fund. For example, the Adviser may from time to time take steps to mitigate conflicts of interest that arise as a result of roles at portfolio companies, including by 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. Certain decisions made by a director may subject the Adviser, its affiliates 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 addition, personnel of the Adviser serving in roles with a portfolio company could expose such personnel, the Adviser and its affiliates and the Funds to regulatory scrutiny and/or threatened or actual litigation, that they would not otherwise be subject to had the Adviser not entered into such arrangements. Certain personnel of the Adviser or its affiliates are expected, in certain cases, to be temporarily seconded to or otherwise engaged, by certain portfolio companies, including certain invested managers, on either a full-time or a part-time basis to provide services (including serving in a consulting or advisory capacity) to such portfolio companies. Such personnel, including both current or former employees or affiliates of the Adviser (or their affiliates) (collectively, “Operations Support Providers”), are engaged to provide operational support, due diligence, research, specialized operations and consulting services and similar or related services to (or otherwise in connection with) one or more portfolio companies or prospective portfolio companies, in relation to the acquisition, holding, improvement, monitoring, and disposition of such portfolio companies (such services collectively, “Operations Support Services”). These services may be high-level insight or extensive day-to-day roles, and may include support to the portfolio companies regarding, among other things, the company’s management (including serving in management as a full-time or part-time employee of the company, in board or advisory positions or participating in determining corporate strategy), supply chain, revenue and margin management (including determining sales/marketing strategy and retail strategy), artificial intelligence, data intelligence, finance (including generating metrics and reporting and business restructuring), human capital management (including recruiting personnel and determining executive/incentive compensation), information and other 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 any sponsored investment funds, customer service, sustainability (including strategy, policy and reporting development), real estate matters, issuer fundraising support and similar operational matters. It is expected that the services provided by such Operations Support Providers will expand over time. The nature of the relationship with each such Operations Support Provider and the time devotion requirements of each such Operations Support Provider may vary significantly. There is a risk that significant devotion of time by an Operations Support Provider to a specific portfolio company may cause such person to not devote sufficient time to other portfolio companies or to a Fund generally, which may be detrimental to the Fund. These arrangements may be memorialized in a formal written agreement or may be informal, and are negotiated individually, depending on the anticipated Operations Support Services to be provided. In certain cases, the Adviser or its affiliates may determine to enter into a written agreement or other documentation regarding such

an arrangement with the portfolio company which may include terms beneficial to the Adviser, its affiliates and/or its personnel, including, for example, an indemnity associated with any personnel providing services, such as indemnification, exculpation, or insurance coverage provided by the portfolio company. To the extent the Adviser and/or its affiliates sought to enforce such claims against the portfolio company, such actions could be detrimental to a Fund. A Fund may invest in, or otherwise provide seed capital with respect to, a company (a “Seeded Company”) founded by a current or former employee of the Adviser (or its affiliate), including an Operations Support Provider. Such Fund’s investment may be used for, among other things, start-up costs and operating expenses, including compensation, benefits and expenses to the Operations Support Provider or other current or former Adviser employee. In such instance, the Operations Support Provider or other current or former Adviser employee will typically take on an active role with the Seeded Company, and may or may not continue to be employed by the Adviser or its affiliate. In addition, it can be expected that in certain cases, the Seeded Company will provide services to, and receive payments or reimbursements from, the Funds, the Adviser (or its affiliate) and/or the Funds’ portfolio companies. The Adviser experiences a conflict of interest in causing a Fund to make such investment, as such determination may be impacted by the relationship to the Operations Support Provider or other current or former employee, and the desire to reduce the Adviser’s compensation to such party. Further, where the Seeded Company is a service provider to other portfolio companies of the Funds, the Adviser may be incentivized to recommend the services of the Seeded Company. Any fees, compensation or other profit received by the Seeded Company or the Operations Support Provider or other current or former Adviser employee with respect to the Seeded Company will not offset any compensation payable by the Funds to the Adviser. Where an Operations Support Provider provides services to a portfolio company owned by multiple Funds, the Adviser will allocate any fees, costs and expenses of such Operations Support Provider using such methodologies as determined in its sole discretion. In general, the Adviser views the availability of the services of Operations Support Providers as beneficial to all of the Funds on the whole. It may not always be predictable which portfolio companies or Funds will need particular services, and some services may benefit multiple portfolio companies and/or Funds. As such, there may be no simple measure for allocating the cost of such Operations Support Providers between the Funds, and the Adviser could under certain circumstances cause Funds to pay Operations Support Providers for work that under some or all measures would be allocable to other Funds and their portfolio companies. In such cases and other circumstances in the discretion of the Adviser, a Fund and/or its portfolio companies will bear a disproportionate burden of the cost of such Operations Support Providers. The Adviser will have the discretion to determine that one or more Funds and/or their portfolio companies bearing a disproportionate burden of the costs of such Operations Support Providers is fair and equitable under the circumstances. The Adviser and its personnel also receive certain intangible or other benefits, such as discounted or free products or services, from companies in which a Fund holds a significant ownership interest. The Adviser and its personnel can be expected to receive certain benefits and/or perquisites arising or resulting from their activities on behalf of the Funds that will not be subject to any Advisory Fee offset provisions or otherwise shared with the Funds and/or portfolio companies. Such benefits, (whether or not de minimis or difficult to value), will exclusively benefit the Adviser and/or its personnel even though all or a portion of any cost of the underlying service is being borne by the relevant Fund or portfolio company.

Conflicts with Respect to Cross Transactions and Other Related Party Transactions In certain cases, the Adviser will cause an Investment Vehicle to, directly or indirectly purchase assets from, sell assets to, or otherwise transact with another Investment Vehicle, including in connection with warehousing arrangements discussed further below under “Warehoused Investments.” Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, an Investment Vehicle may not receive the best price otherwise possible, or the Adviser might have an incentive to improve the performance of an Investment Vehicle by causing the Investment Vehicle to sell assets to, buy assets from or otherwise transact with another Investment Vehicle to earn fees . Additionally, in connection with such transactions, the Adviser, its affiliates and/or their professionals (i) may have significant investments, or intentions to invest, in such other Investment Vehicle or (ii) otherwise have a direct or indirect interest in the underlying investment (such as through certain other participations in the underlying investment). The Adviser and its affiliates may receive management or other fees in connection with their management of the Investment Vehicles involved in such a transaction and may also be entitled to share in the investment profits of the relevant Investment Vehicles. Depending on the transaction structure, these transactions may disproportionately benefit the purchasing or selling Investment Vehicle (or the Adviser as a result of its interests in a particular Investment Vehicle), and an Investment Vehicle may incur expenses or forego gains that would have been obtained had it not entered into such transaction. 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 Investment Vehicles and the Adviser’s interest in such Investment Vehicles. Such acquisition or merger may result in the acquiring entity purchasing assets from an Investment Vehicle at a purchase price that is not the highest price that could have been obtained in the market had there been a robust sales process with multiple third-party bidders and/or higher than the value of the assets resulting in an overvaluation. Alternatively, an Investment Vehicle could acquire assets from another Investment Vehicle at a valuation that is not the lowest price that could have been obtained in the market had there been a robust sales process with multiple third-party bidders and/or lower than the value of the assets resulting in an undervaluation. Under certain circumstances, the Adviser may wish to either increase or decrease the investment of an Investment Vehicle in an investment and, correspondingly, decrease or increase the investment of other Investment Vehicles in such investment (which may be done by a post closing “sell down” of a portion of such investment between Investment Vehicles), and may, therefore, effect such transactions by directing the transfer of such investment between the Investment Vehicles or through any other transaction structure (for example, distribution of portfolio company interests from an Investment Vehicle and contribution of such interests to another Investment Vehicle). Any costs, fees and expenses associated with any such transaction will be borne by the applicable Investment Vehicles in accordance with the applicable Governing Documents, and to the extent not addressed in such Governing Documents, based on an allocation that the Adviser deems in good faith to be equitable. HRTG may also cause more than one Investment Vehicle to enter into other transactions not involving the sale or purchase of a security. For example, in lieu of drawing on a line of credit, an Investment Vehicle may lend to or borrow from another Investment Vehicle. It is expected that in certain cases such borrowing will be on a programmatic or ongoing basis, potentially for an extended period of time, and will be used by the borrowing Investment Vehicle to make

investments, fund capital calls, or pay expenses, among other uses. Such borrowing will typically be repaid back with interest determined in the Adviser’s sole discretion, which may differ from the interest that would have been obtainable from a third-party lender. There can be no assurance that the terms or interest rate related to such borrowing would be as beneficial as those that could be received from a third-party lender. Further, an Investment Vehicle may experience opportunity costs, either in providing capital in connection with any borrowing by another Investment Vehicle (in which case, it will receive no compensation for such costs, other than interest) or in paying interest to another Investment Vehicle (if the Investment Vehicle was the borrower). The Adviser experiences a conflict of interest in making determinations regarding the terms, timing, amount and interest rate of any such borrowing as it will do so on behalf of both Investment Vehicles and any action taken by the Adviser on behalf of one Investment Vehicle with regards to such borrowing may not be in the best interest of the other Investment Vehicle, which could negatively impact the Investment Vehicle’s returns. Continuation Transactions From time to time, the Adviser may determine that it is in the best interest of a Fund holding an 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 addition to those conflicts of interest described above under “Conflicts with Respect to Cross Transactions and Other Related Party Transactions,” conflicts of interest arise in these continuation transactions because (i) the Adviser and its affiliates could charge investors in the purchasing Fund an Advisory Fee and/or carried interest (which economics could be different than the selling Fund) and the transactions have the potential to result in the receipt of additional Advisory Fees and/or carried interest by the Adviser and its affiliates; (ii) 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; (iii) 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) and/or (iv) beyond a selling Fund investor making a determination to roll their interest, no investor in a Fund has a right to participate or further participate in any such transaction and the Adviser will make decisions regarding whether and to whom to offer the opportunity to participate in such transactions in its sole discretion, which may lead to some and not other investors in the Funds being offered the opportunity to participate in such a transaction and/or certain investors being offered a smaller allocation of such a transaction than other investors in the same Fund, with the same, larger or smaller investments in such 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 company 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 companies. The Adviser will also provide information to potential investors in the purchasing Fund regarding the portfolio company, 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 company at the time of the continuation transaction could underestimate the actual value of the portfolio company, or that the Adviser will agree to transfer the portfolio company at a price lower than its historical valuation, thereby reducing the returns to investors who do not participate in the continuation transaction.

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 “Conflicts with Respect to Cross Transactions and Other Related Party Transactions.” Conflicts with Respect to Principal Transactions Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the Funds regarding any proposed principal transactions and that any required prior consent to the transaction be received. Conflicts with Respect to Other Activities Under certain circumstances, members or affiliates of the Adviser (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 estate planning vehicles) make investments separate and apart from, or alongside with, the Funds or the Funds invest in companies in which members of the Adviser have a pre-existing interest or subsequently acquire an interest via different investment funds or other means. Among other considerations, when members of the Adviser hold interests in portfolio companies other than through the Funds, those interests may substantially differ from the Funds’ interests in such companies due to differences in liquidation preference, voting rights or other investment terms. This would result in such members having personal investment interests that directly conflict with the interests of the Funds. The potential exists for personal securities transactions by members of the Adviser, including those that have been approved subject to the Adviser’s Code of Ethics, to generate significantly higher investment returns to such personnel than a Fund’s investment transactions generate for their own investors. As set forth in the Partnership Agreements, the Adviser and its members are permitted to manage other investment funds and similar vehicles (including vehicles that co-invest with the Funds) during a Fund’s term, any of which may compete with the Funds for investment opportunities, management time and attention, or otherwise. Conflicts of interest are not limited to Adviser members who are investment professionals. They extend to all affiliated personnel, including finance, compliance and other back-office staff of the Adviser and its affiliates. Personnel of the Adviser may invest in an issuer that the Adviser later determines is a suitable investment for a Fund. In such a circumstance, a Fund may invest in such issuer even though personnel of the Adviser already hold interests in it. Subject to the Adviser’s Code of Ethics, personnel of the Adviser will be permitted to maintain their interests, buy additional interests (either concurrently or subsequently, even if such investment limits a Fund’s desired allocation, and on terms that might be different from or better than a Fund), or sell their interests, in each case without regard to the actions of a Fund. Personnel of the Adviser holding an investment for their own account in an issuer that is later determined to be a suitable investment for a Fund may also be involved in recommending the investment to a Fund and/or participate in making the determination to invest. This presents conflicts of interest, including because such personnel of the Adviser would have independent financial, relationship-driven or other interests in causing a Fund to invest in that opportunity and such personnel’s investment or relationships may be

enhanced as a result of such Fund’s investment. In addition, a Fund may invest in the opportunity at a higher price or with worse terms than in the absence of such conflicts. The Adviser, its affiliates, and members, directors, officers, principals and employees of the Adviser and its affiliates from time to time buy or sell securities or other instruments that the Adviser has recommended to Funds. Directors, officers, principals and employees of the Adviser from time to time 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. Provisions contained within the Partnership Agreements that authorize the Adviser or its members to engage in investment, management or other activities outside, or alongside with, the Funds, or to cause the Funds to make investments (or otherwise approve transactions) in respect of which members of the Adviser have conflicting interests, will override certain common law and statutory fiduciary duties that would apply in the absence of such provisions and (in particular) may place the Funds’ investors in a materially less favorable position than if the Adviser and its members engaged in no activities other than managing the Funds or were otherwise subject to unmodified fiduciary duties to the Funds and the Funds’ investors. For example, such provisions may enable the members of the Adviser to direct attractive investment opportunities to persons other than a Fund or to place themselves in a conflict situation pursuant to which they are incentivized to exercise voting rights in respect of specific portfolio investments in a manner that harms a Fund but benefits other investment funds/persons with which such members are associated. The Partnership Agreements contain certain protections for the Funds’ investors against conflicts of interest faced by the Adviser and its members, but those protections will be strictly limited to their terms and do not purport to address all types of conflicts that may arise. Moreover, as a practical matter, it may be difficult for the Funds’ investors to subject the behavior of the Adviser and its members to close scrutiny. In particular, the Partnership Agreements specify a variety of circumstances in which the Adviser and its members may subject themselves to conflicts of interest, or engage in actual transactions that conflict with the interests of the Funds, without providing specific notice thereof to the Funds or the Funds’ investors. Except to the limited extent specifically provided in the Partnership Agreements, neither the Adviser nor its members or affiliates will have any obligation to alter their own investment activities or the activities of any other investment fund in order to protect or promote the interests of the Funds. The Funds’ portfolio companies may be counterparties or participants in agreements, transactions or other arrangements with the Adviser or its affiliates or other portfolio companies of the Funds that, although the Adviser determines to be consistent with the requirements of the applicable Partnership Agreements, may not have otherwise been entered into but for the portfolio company’s relationship with the Adviser, and which may provide economic or other benefits to the Adviser or its affiliates, including reimbursement of certain fees or expenses, that will not offset the Advisory Fee. Any such arrangements will involve conflicts of interest given that the Adviser’s incentive to enter into such agreements may not align with those of a portfolio company. In entering into, or acting with respect to, such arrangements, it should not be assumed that the Adviser and its affiliates will only take actions that are beneficial to, or not opposed to, the interests of the Funds and portfolio companies. Further, any such arrangements may create situations in which the Adviser takes actions that are adverse to or otherwise not in the best interest of a portfolio company. For example, a situation in which the Adviser or one of more of its affiliates takes action to enforce the contractual obligations of a portfolio company.

From time to time, members or employees of the Adviser and its affiliates are permitted to serve as directors, council members or advisory board members or act in other roles unaffiliated with the Funds, including but not limited to, on boards of charitable and educational institutions and their endowments, public companies and other investment advisers, which give rise to conflicts of interest. Certain other of these entities for which members or employees of the Adviser and its affiliates serve on boards or act in other roles unaffiliated with the Funds, from time to time, have business dealings with a Fund or the Adviser including, but not limited to, participating as an investor in a Fund, co-investing with a Fund on a deal-by-deal or continuing basis, participating in other transactions alongside a Fund, or a Fund investing in funds managed by any such other investment advisers. Such relationships can create an incentive for such members or employees to favor the interest of such other entities. For example, such a member or employee serving as a director to another investment adviser that manages funds that compete with a Fund and/or that periodically co-invest with a Fund may provide advice to such other adviser that, if successfully implemented, could in turn be detrimental to the Fund. In addition, such role can create conflicts of interest with respect to devotion of time to the Funds, as such member or affiliate may have time commitments to such other organizations. In the course of any such board service, such members or employees can in certain cases receive information with respect to a Fund’s current or prospective investments or other issuers. In such circumstances, the Fund may be prohibited by law, policy or contract, for a period of time, from (i) investing in certain assets or categories of assets, or pursuing certain investment opportunities, (ii) selling an investment and (iii) taking any larger position in an existing investment. Such roles could also cause a Fund to be subject to regulatory filing obligations, and incur costs in connection with such filings, which would not have existed but for such role. Such restrictions can have a determinantal impact on the Fund’s performance. Members or affiliates of the Adviser may enter into (or have entered into) non-competition or similar agreements that effectively preclude a Fund from taking advantage of certain investment acquisition or disposition opportunities or otherwise adversely impact the Funds. Portfolio companies of the Funds may be in, or could come into, competition with other companies in which members of the Adviser have an interest via different investment funds or other means. In addition, portfolio companies of the Funds may acquire, or be acquired by, portfolio companies of other investment funds directly or indirectly associated with members of the Adviser. Except to the limited extent specifically provided in the Partnership Agreements, neither the Adviser nor its members or affiliates will have any obligation to alter their own investment activities or the activities of any other investment fund to protect or promote the interests of the Funds. Conflicts with Respect to Affiliated Funds In addition to the existing Investment Vehicles, the Adviser is permitted, in its sole discretion, to establish additional “Affiliated Funds” (including limited partnerships, other collective investment vehicles, and managed accounts) from time to time to accommodate investors with special tax, regulatory, legal, or other considerations. Any Affiliated Fund would be designed to address the needs/goals of its target investors. Consequently, the Affiliated Funds may have different investment portfolios than the Funds and their governing agreements may have different terms than the Partnership Agreements. These factors will give rise to conflicts of interest among the Funds and the Affiliated Funds from time to time, including with respect to matters of allocation of investment opportunities and the timing,

structure and management of certain investments. The Adviser will address these conflicts of interest in such manner as it determines to be fair and appropriate, in its sole discretion. Conflicts with Respect to the Allocation of Investment Opportunities In connection with their investment activities, the Adviser will encounter situations in which it must determine how to allocate investment opportunities among the Funds and Fund vehicles. The conflicts described herein with respect to the allocation of investment opportunities among the Funds will apply equally to the allocation, timing, and execution of dispositions, realizations, partial or complete exits, and other liquidity events. In general, investments applicable to all Feeder Funds are allocated pro rata among the Feeder Funds through their direct or indirect interests in the Master Funds. In no event will the Adviser be obligated to ensure strictly parallel investment activities among all the Funds, nor will the Adviser be required to ensure that any particular Fund strictly complies with a particular investment approach in all cases. In particular, it is possible that a Fund will be excluded from one or more attractive investments. In addition, the Adviser has established, and in the future expects to establish, one or more CIFs which are intended to pursue multiple investment opportunities generated in connection with the Main Fund and one or more SPEs which are intended to invest in a single investment opportunity generated in connection with the Main Fund. Allocations of opportunities to any CIF or SPE will be made in a manner that is consistent with the Governing Documents of the applicable Investment Vehicles, including the Main Fund. The Adviser generally expects to form only one CIF at a time and, accordingly, CIFs will not typically have overlapping investment periods. In addition, SPEs are from time to time formed to make investments alongside the Main Fund and/or a CIF. CIFs and SPEs generally act as “spill over” vehicles such that the CIF that is within its investment period will participate solely to the extent that it has sufficient available capital and the Main Fund has satisfied its investment appetite with respect to each applicable investment, each as determined by the Adviser in its sole discretion; provided, however, that the Adviser may, in its sole discretion, determine that a portion of an investment opportunity is not desirable for a CIF even where the foregoing conditions are met and may allocate such portion to an SPE or another party. Subject to the Adviser’s determination that an investment opportunity is not desirable for a CIF, an SPE will otherwise participate solely to the extent that both the Main Fund and the CIF that is within its investment period have satisfied their investment appetites with respect to the applicable investment, each as determined by the Adviser in its sole discretion (although, for the avoidance of doubt, the Adviser has no obligation to form an SPE with respect to any investment opportunity and can instead offer the opportunity to other third parties in its sole discretion). As a result of rebalancing and shifting asset allocations, a determination that any Fund has no additional appetite for any investment as of any given date will not determine the allocation of additional capacity of the investment in the future. Further, the Adviser may determine to allocate certain investment opportunities according to a methodology that is different from the methodology applied by the Adviser in other similar contexts. In certain cases, the Adviser will have discretion to extend or not extend the investment period of a current or future CIF and/or SPE, and in exercising or not exercising such discretion, the Adviser may be subject to potential or actual conflicts of interest, including with respect to the allocation of available investment opportunities. The Adviser may choose to allocate multiple tranches of an investment opportunity in the same issuer, including tranches of an investment opportunity that are available at preferred pricing

and/or terms, among a Fund and any other CIFs and/or SPEs participating in the opportunity in its sole discretion. Tranches of an investment opportunity that are available on preferred pricing and/or terms that became available for investment as a result of a CIF and/or SPE participating in the opportunity alongside a Fund, will not necessarily be allocated to such CIF and/or SPE. Such allocation creates a conflict of interest, as a Fund may benefit as a result of a CIF’s and/or SPE’s participation in the investment and will not be required to share any benefits with the CIF and/or SPE. The election of any Fund to participate or not participate in a given investment opportunity will not prevent or ensure the right of any Fund to participate in any future opportunities with respect to such investment. Following the end of its investment period, a CIF will generally not be allocated any new investment opportunities, however, for the avoidance of doubt, a CIF may close an investment following its investment period if the Adviser’s investment team made the final investment decision (e.g., via formal Investment Committee approval or a final Investment Committee memo) prior to the end of the investment period. Furthermore, subject to the priority rights detailed above, a CIF may be allocated all or part of a follow-on opportunity arising after its investment period if such CIF participated in the original investment (or made the final investment decision to invest in the original investment) during its investment period. In such circumstance, the CIF that is within its investment period at the time of such follow-on investment likely will not be allocated any such follow-on investment opportunity. For the avoidance of doubt, CIFs and SPEs have no priority right to investment opportunities over other potential co-investors, including underlying funds or underlying managers (including invested managers and/or underlying funds advised by invested managers) or other third-party co-investors, and investments by such parties alongside the Main Fund could reduce the availability of investment opportunities for the CIFs and SPEs. Please see “Conflicts with Respect to the Allocation of Co-Investment Opportunities” for additional details on how the Adviser allocates co-investment opportunities among such parties. CIFs and SPEs typically do not pay Advisory Fees but future CIFs and/or SPEs may do so. The payment by a CIF or an SPE of Advisory Fees and carried interest gives an incentive for the Adviser to allocate investments away from the Main Fund and to such CIF and/or SPE. CIFs and/or SPEs have in the past, and may in the future, invest alongside a Fund on different terms and at different times than such Fund, as well as in a different manner than such Fund (e.g., a Fund may invest in an opportunity indirectly through an underlying fund and a CIF and/or SPE or other co-investor may invest directly, or vice versa). In many cases, an underlying sponsor of an opportunity will have the ultimate determination over the structure of, and access to, any such investment opportunity. Such investments may result in conflicts between Funds and other coinvestors (for example, over allocations of investment opportunities, the price and the terms of such investment, exit strategies and related matters, including the exercise of remedies of their respective investments). Except to the limited extent specifically provided in the Funds’ Governing Documents, investors should assume that a Fund will not have a “right” to participate in any investment opportunity made available to the Adviser or its members or affiliates, and that any such opportunity may be presented to other persons. Such other persons may include, without limitation, a subset of the Funds’ investors, third-party co-investors (including underlying funds, underlying managers, invested managers and funds advised by invested managers), other investment vehicles managed by members or affiliates of the Adviser, and third parties who are in a position to provide benefits to members or affiliates of the Adviser. The Funds’ right to participate in investment opportunities will be specifically limited and defined in the Governing Documents, and it is

expected and intended that members and affiliates of the Adviser will exercise their rights to carry out investment and investment-related activities outside (and potentially in competition with) the Funds. This could include providing other persons or vehicles with the opportunity to co-invest with a Fund, including on a deal-by-deal or continuing basis. Except as otherwise specifically provided in the Partnership Agreements, there is no assurance that a Fund will be offered any specific investment opportunities that come to the attention of the Adviser or that a Fund will be permitted to invest the full amount it desires to invest in any such opportunity that is made available. In many cases, the apportionment of investment opportunities among affiliates of the Adviser will be subject to the discretion of the Adviser and affiliates of the Adviser. Conflicts with Respect to the Allocation of Co-Investment Opportunities Co-investment opportunities will be allocated in accordance with the terms of the Governing Documents of the Funds, including the Main Fund, or, to the extent not addressed in such Funds’ Governing Documents, in accordance with the following paragraphs. With respect to coinvestments with existing Funds, including the Main Fund, the Adviser expects that it will from time to time determine that it is desirable for all or any portion of an investment opportunity that would be appropriate for the applicable Funds, to be purchased instead by other parties, including, without limitation, participants in the applicable deal, such as co-sponsors, consultants and advisers to the Adviser and/or the Funds or management teams of the applicable portfolio investment, certain strategic investors, invested managers and/or underlying funds advised by invested managers and other co-investors, including but not limited to other third parties or affiliates of the Adviser and personnel of the Adviser or its affiliates, pursuant to the procedures included in such Funds’ Governing Documents. It is expected that from time to time the Adviser will determine, for strategic or other reasons, the amount that could have otherwise been invested by a particular Fund will be instead allocated to one or more co-investors, CIFs or SPEs (including those through which personnel of the Adviser or its affiliates invest alongside the Funds). A determination to allocate a portion of an investment opportunity for a co-investment generally reduces the amount of the relevant 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 co-investors and/or Investment Vehicles. Subject to any applicable investment allocation requirements set forth in a Fund’s Governing Documents or other specific agreements with an investor, in general, (i) no investor in a Fund has a right to participate in any co-investment opportunity and investing in a Fund does not give an investor any rights, entitlements or priority to co-investment opportunities or a right to participate in future CIFs or SPEs, (ii) 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 or underlying managers, (iii) co-investment opportunities 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, (iv) certain persons other than investors in the Funds (e.g., CIFs or SPEs, personnel of the Adviser or its affiliates, other Funds or Related Parties, invested managers and/or underlying funds advised by invested managers, consultants, persons associated with an underlying manager or a portfolio company and other third parties, including persons who 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), rather than one or more investors in a Fund, will have a priority right to co-investment opportunities or will from time to time be offered co-investment opportunities, in the sole discretion of the Adviser or its related persons (for example, with respect to certain co-investment opportunities, the adviser expects to prioritize allocations to underlying funds advised by invested managers), and (v) coinvestors may purchase their interests in an investment opportunity at the same time as the Funds or may purchase their interests from the applicable Funds after such Funds have consummated their investment in the underlying asset (also known as a post-closing sell down or transfer). In particular, it is expected that from time to time the Main Fund will sell down a portion of an investment or assets to CIFs, SPEs and/or other third parties; such warehousing arrangements are discussed in further detail in “Warehoused Investments” below. 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 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 co-investment 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 in some or all of the investments made by a Fund. For example, from time to time certain CIFs, to the extent they have sufficient capital remaining for investment, will have a priority right to make investments in some or all of the investments made by the Main Fund. The existence of such priority or other contractual investment access rights could affect the Adviser’s decision to offer certain opportunities for co-investment and could reduce or eliminate the ability of Funds or their investors to be offered certain co-investment opportunities. Personnel of the Adviser or its affiliates are expected from time to time to co-invest alongside the Funds in one or more investments (and will not be charged Advisory Fees and/or carried interest in connection with such co-investment) which co-investment will in certain cases be made through an SPE. It can be expected that such personnel of the Adviser or its affiliates (or the SPEs through which they invest) will from time to time be allocated a portion of an investment opportunity that could have otherwise been allocated to the Funds. As such persons can determine to participate in some but not other co-investment opportunities and will have greater visibility, and information, with respect to such opportunities, they may be in a better position to determine whether to accept any such co-investment opportunity than another prospective co-investor. The varying interests of personnel of the Adviser or its affiliates in certain Funds’ investments creates a conflict of interest as it may influence the actions of such personnel with respect to such investments. In exercising its discretion to allocate co-investment opportunities with respect to a particular investment among the Funds and other potential co-investors, the Adviser may consider some or all of a wide range of factors, which include, but are not limited to, its own interests and/or one or more of the following:

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 concerns the Adviser has that may arise in connection with providing the other account or person with specific information relating to the investment opportunity in order to permit such potential co-investment party to evaluate the investment opportunity;

Whether a potential co-investment party has a history of participating in opportunities and the Adviser’s perception 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 the potential coinvestment 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 or the possession of certain expertise by a potential co-investment party and the potential co-investment party’s relationship with the management team of the potential portfolio company and whether the potential co-investment party has any existing positions in the portfolio company;

Whether the potential co-investment party would require any governance rights that would complicate the transactions (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 competitors of the portfolio company;

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

The investment objectives and existing portfolio of the potential co-investor;

The extent to which a potential co-investor has been provided a greater amount of coinvestment opportunities relative to others;

The Adviser’s perception of whether the investment opportunity may 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 other account or person would act upon the investment opportunity if offered;

The Adviser’s evaluation of whether a particular potential co-investment party has provided value in the 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 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, 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); and

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

The factors above are not listed in order of importance or priority and the Adviser is not required to, and does not, consider all of 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 attendant circumstances. The Adviser’s exercise of its discretion in allocating investment opportunities with respect to a particular investment, including among the Funds, potential co-investors, GP Investors (as defined below) 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 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 (including, for example, whether the Adviser and/or its affiliates (including the Managing Members) are entitled, under arrangements made with certain potential co-investment parties, to additional Advisory Fees and/or carried interest based on the availability of co-investment opportunities offered to such parties) or the desire for such persons to invest in other Funds. The Adviser expects that these factors will 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. The Adviser also expects to allocate certain co-investors a greater proportion of an investment opportunity than others as a result of these factors. 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. In the event the Adviser determines to offer an investment opportunity to co-investors, there can be no assurance that the Adviser will be successful in offering a co-investment opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be consummated or consummated in a timely manner, or that the co-investment will take place on the terms and conditions that will be preferable for the Fund or that expenses incurred by the

Fund with respect to the syndication of the co-investment will not be substantial and the Funds bear the risk that any or all excess portion of an investment is not sold or is sold on unattractive terms. In the event that the Adviser is not successful in offering a co-investment opportunity to potential co-investors, in whole or in part, the Fund may consequently hold a greater concentration and have more exposure in the related investment opportunity than was initially intended and would bear the entire portion of any fees, costs and expenses related to such investment, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. An investment that is not syndicated to coinvestors as originally anticipated could significantly reduce a Fund’s overall investment returns. Therefore, it is possible that a Fund that overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. Conflicts with Respect to the Allocation of Follow-On Opportunities The Adviser expects that it will from time to time allocate investments in follow-on investment opportunities among the Funds and/or other third parties. With respect to the Funds, the Adviser intends to allocate follow-on investment opportunities in its sole discretion and subject to the priority rights detailed above under “Conflicts with Respect to the Allocation of Investment Opportunities”. The priority right of the Main Fund means that the Main Fund has priority over any CIF with respect to each follow-on investment opportunity such that the CIF will only invest in a follow-on opportunity to the extent that it has sufficient available capital and the Main Fund has no further capacity or desire for investment, each as determined by the Adviser in its sole discretion. Further, during its investment period, subject to the Adviser’s determination that an investment opportunity is not desirable for a CIF, a CIF will otherwise have priority over all SPEs such that the SPEs will only invest in a follow-on opportunity to the extent that both the Main Fund and the applicable CIF each has no further capacity or desire for investment, as determined by the Adviser in its sole discretion (although, for the avoidance of doubt, the Adviser has no obligation to form an SPE and may instead offer the follow-on investment opportunity to other third parties in its sole discretion). For the avoidance of doubt, CIFs and SPEs have no priority right to follow-on investment opportunities over other potential co-investors, including underlying funds or underlying managers (including invested managers and/or underlying funds advised by invested managers) or other third-party co-investors, even where the CIF or SPE has previously invested in the investment. Investments by such parties alongside the Main Fund could reduce the availability of follow-on investment opportunities for the CIFs and SPEs. Following the end of a CIF’s investment period, and subject to these priority rights, the Adviser may determine, in its sole discretion to allocate a follow-on investment opportunity to either the CIF that originally invested in the investment opportunity or a future CIF. Follow-on opportunities for which a CIF does not invest will likely be invested in by an SPE, other Investment Vehicles or third parties. There is no guarantee that a CIF, SPE or any third party will be allocated any followon investment opportunity. The allocation of follow-on investment opportunities presents conflicts of interest in the case of follow-on investments by a Fund in an investment in which another Fund has previously invested. The Main Fund’s priority right to follow-on investment opportunities may reduce the availability of follow-on investment opportunities for CIFs and/or SPEs that otherwise have sufficient available capital. In addition, the Adviser may make a determination, in its sole discretion, to have a Fund forgo participating in a follow-on investment opportunity, but have another Fund participate in the follow-on investment opportunity. Participation by other Funds and/or any other third parties but not the original investing Fund, in follow-on investment

opportunities will result in dilution of such Fund’s interest in the particular investment. A Fund’s returns may be materially impacted as a result of such conflicts. For the avoidance of doubt, if multiple Funds invest in an underlying fund, future capital calls by such underlying fund are not considered follow-on investments and will instead be allocated on a pro-rata basis. 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 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. Conflicts with Respect to Interests of the Investors The investors are expected to have widely differing interests on a variety of tax, regulatory, business, investment profile and other issues. This may, in turn, give rise to a number of risks that the investors individually will not act in a manner consistent with the interests of the investors as a group or the interests of the Funds themselves. For example, an investor may decline to provide its consent to a proposed action by a Fund or the Adviser due to goals or incentives that are unique to such investor and in conflict with the interests of the Fund or other investors. Furthermore, conflicts of interest among the investors likely will make it impracticable for the Adviser to manage the affairs of the Funds in a manner that is viewed as optimal by all investors, including with regard to tax treatment, and the Adviser will be under no obligation to do so. The Adviser is entitled, in its sole discretion, to enter into one or more side letters or other agreements with certain investors in the Funds that provide such investors with more favorable economic or non-economic terms than apply to other investors or result in participation in investments on a non-pro rata basis. 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. Additionally, the Adviser, from time to time, retains individuals to serve as “senior advisors” (or in similar roles) to provide consultation and other support to the Adviser and/or Funds. Senior advisors are typically expected, but are not required, to also be investors in a Fund. To the extent legally permissible, such relationships will result in the senior advisor receiving benefits related to their role, which may include for example, access to the Adviser’s investment personnel, participation in Adviser internal meetings, additional or specialized reporting, insight into Fund portfolio investments, receipt of administrative services and/or access to the Adviser’s offices. The Adviser will establish such relationships and the nature and terms of such relationships, in its sole discretion. The Adviser will not be obligated to disclose any such benefits to Fund investors. Conflicts with Respect to Related Service Providers and Other Service Providers Service providers to the Adviser or the Funds, or such service provider’s respective affiliates, may be, from time to time, investors, prospective investors, sources of investment opportunities, coinvestors and/or counterparties and may provide goods or services to or have business, personal, financial or other relationships with the Adviser. Further, certain personnel of the Adviser and/or investors or prospective investors may be related to (by blood, marriage or otherwise), or may be personal friends with, service providers or their respective employees, members, directors, officers and/or partners. These and other relationships could influence, or have the appearance of influencing, the Adviser in deciding whether to select such service provider. From time to time,

multiple service providers with overlapping capabilities may be engaged in order to provide what the Adviser considers to be the appropriate level of attention to a particular need. Various approaches apply to the services performed for a given entity or entities (depending on applicable facts or circumstances) and to the pricing methodologies for such services, affecting the actual cost of such services, including hourly rates, fixed fees, performance-based fees, contingency fees and other arrangements. The same service provider may act for the Adviser and the Funds on various matters, with various approaches to fees that are a function of the specific mandate. From time to time, discounts apply (including those that are task- or transaction-based, or that reflect a “broken deal” or otherwise unfinished mandate). Based on the types of services used by the Adviser as compared to the types of services used by a Fund and the terms of such services, a service provider may enter into an arrangement that provides for more favorable rates or terms than an arrangement with a Fund. Services required by a Fund or a portfolio company (including some services historically provided by the Adviser or its affiliates to the Funds or a portfolio company) 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 sole 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 personnel compensated by the Adviser. Such services may include, without limitation, deal sourcing, asset management, information technology, licensed software, depository, data processing, client relations, artificial intelligence, administration, custodial, subcustodial, marketing and marketingreview, accounting, legal, valuation, trading, 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 that is not incurred for comparable services by other Funds. The portion of an outsourcing expense allocated to a Fund for a particular service in certain cases will not reflect the relative benefit derived by such Fund from that service in any particular instance, and the Main Fund will in certain cases bear the full amount of an outsourcing expense that benefits the Main Fund, the Adviser, and/or other Related Parties. 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 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. 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.

The Adviser from time to time, in its sole discretion, contracts with a related person of the Adviser to perform services for the Adviser in connection with its provision of services to the Funds. Responsibility for the day-to-day operations of the Funds has been delegated by the Adviser to an affiliated advisory company, HRTG Management. When engaging an affiliated person to provide services to the Funds, such as engaging HRTG Management to be responsible for the day-to-day operations of the Funds, the Adviser has an incentive to recommend the related person even if another person could be more qualified to provide the applicable services and/or can provide such services at a lesser cost. Portfolio companies controlled by a Fund have in the past, and may, from time to time in the future provide goods and/or services to the Adviser, its affiliates, Adviser personnel, certain Fund investors or prospective investors. This creates a conflict of interest, as the Adviser has an incentive to cause the portfolio company to favor the Adviser, its affiliates, Adviser personnel or those investors or prospective investors 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. Such portfolio companies may not be the most suitable providers in terms of quality or expertise, may not offer the lowest rates or most favorable terms, and the engagement of such portfolio companies may benefit a Fund (including, where multiple Funds are invested in such portfolio company, the Fund that holds a relatively greater interest) at the expense of the party utilizing the goods or services, or vice versa. There can be no assurance that the rates or terms of any such goods or services will be “market,” and the Adviser will have no obligation to engage in any benchmarking of such rates or terms. Any reduced rates or other preferential terms provided to the Adviser, its affiliates or Adviser personnel for such goods or services will not accrue to the benefit of the Funds or their investors, and there will be no corresponding offset to Advisory Fees or other amounts otherwise payable by the Funds. The Adviser and its affiliates have in the past and may, from time to time hire part-time or full-time employees (including interns) who are relatives of, or are otherwise associated with an investor, portfolio company or service provider. Although the Adviser uses reasonable care to mitigate any actual or 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. 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 investments, current and former service providers to current and former portfolio investments, former employees and contractors and members of the Adviser. Certain of these third parties: (i) introduce investment opportunities to the Adviser; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio investments; (iii) introduce portfolio investments to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio investments; (v) provide administrative, tax, accounting, investor reporting and communication services (including preparing, reviewing and distributing investor tax notices and similar materials); or (vi) provide investment banking, consulting, legal or advisory services to the Adviser, Investment Vehicles or portfolio investments. Certain other service providers to the Adviser, the Funds, or affiliates of such service providers, may also provide goods or other services to or have business, personal, financial or other relationships with the Adviser, Adviser personnel, their affiliates or portfolio investments. 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 a direct or indirect investment, and payments by a Fund to such service provider may therefore indirectly benefit the Adviser. In addition, such third parties may invest in one or more Investment Vehicles, co-invest in one or more portfolio investments, provide other significant business or investment services to the Adviser, Investment Vehicles and/or portfolio investments, 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 third-party to perform services for the Funds or portfolio companies, and a portfolio company may have an incentive to select any such third party to provide services in order to, among other things, maintain goodwill with the Adviser. The cost of any services provided by such third parties will from time to time be borne directly or indirectly by the Funds. 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 carried interest distributed by such Fund on the basis that such person used to be a former Adviser employee. The same treatment shall apply when former Adviser employees are engaged as consultants in their individual capacities, such that any fees, expenses or other compensation paid to them shall be borne by the applicable Fund and shall not be subject to any offset against the Advisory Fee. In addition, the Adviser’s and its 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’s 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. 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 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. 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. 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 Investment Vehicles and/or their respective portfolio companies. 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 could be informed by input from the relevant service provider (including but not limited to a scenario 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. Conflicts with Respect to Allocation of Expenses From time to time, the Adviser will be required to decide (i) whether certain fees, costs and expenses should be borne by a Fund, on the one hand, or the Adviser, on the other hand, (ii) how certain fees, costs, and expenses should be allocated among different Feeder Funds or Master Funds and (iii) whether certain fees, costs and expenses should be allocated between or among Funds and/or other parties. Certain expenses that are the obligation of one particular Fund and may be borne by such Fund or expenses may be allocated among multiple Funds and entities. For example, the Partnership Agreement of the Main Fund provides that certain expenses that might otherwise be allocated across the Funds will be borne solely by the Main Fund. The Adviser will be faced with a variety of conflicts of interest in exercising its discretion to allocate fees and expenses. To the extent not addressed in the Partnership Agreement of a Fund, the Adviser will make any such allocation determination in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation. The Adviser will make corrective allocations and take mitigating steps to the extent it determines such corrections are necessary or advisable to ensure allocations are equitable on an overall basis in its good faith judgement. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for a particular service in certain cases will not reflect the relative benefit derived by such Fund from that service in any particular instance, and the Adviser will determine an allocation of expenses to be equitable even where a Fund is, in certain cases, 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. Also, the consideration of which party will bear an expense is in certain circumstances expected to result in the Adviser determining that it is equitable for a Fund to bear more than its pro rata portion of certain fees, costs and expenses (including Dead Deal Costs (as defined below)). For example, the Main Fund will, in certain cases, bear the full amount of an expense that benefits the Main Fund, the Adviser, and/or other Related Parties. The Adviser’s discretion in making such determination could create an actual or potential conflict of interest as the Adviser may have an incentive to allocate expenses to a particular Fund over another Fund or other coinvestor. 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 such 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 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 party, and such future parties will benefit at the expense of other parties, including the Funds. Certain common expenses allocated across Funds (e.g., insurance costs) generally will not be borne by CIFs and SPEs and instead will be entirely borne by the Main Fund. Notwithstanding the foregoing, the Adviser may reasonably determine that different allocation methodologies are equitable on a case-by-case basis reflecting the circumstances in which such allocation determination arises, and these methodologies will vary depending on the type of

expense. Allocation methodologies utilized by the Adviser may include allocating expenses based on capital commitments of the relevant Fund vehicles, net asset value of the relevant Fund vehicles’ respective investments in the applicable portfolio company, and amounts invested by the relevant Fund vehicles in the applicable portfolio company, among others. By way of example, and without limitation, the Adviser may determine that it would equitable to allocate certain expenses (whether categorically or as each such expense arises) on the basis of capital invested by the relevant Fund vehicles, while other expenses might be more equitably allocated based on the fair market value of the relevant Fund vehicles’ investments. 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. The Adviser causes one or more Funds to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Funds, the applicable general partner, the Adviser and/or their respective directors, officers, employees, agents, representatives and other indemnified parties or others to whom the Funds have undertaken an indemnification obligation, against liability in connection with the activities of the Funds. This includes 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 their respective directors, officers, employees, agents, representatives 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. 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 reserves the right to allocate the full amount of any fees, costs, or expenses relating to any proposed but not consummated transaction (“Dead Deal Costs”) to the Main Fund or Funds selected by the Adviser as proposed investors for such transaction. Furthermore, if a proposed transaction is not consummated, whether or not an Investment Vehicle has been formed for the purpose of making an investment in such proposed transaction (or co-investors have otherwise committed to invest in the proposed transactions), and regardless of the anticipated investment allocation between the Investment Vehicles and/or other co-investor(s), the Dead Deal Costs incurred in connection with such proposed transactions are generally borne solely by the Main Fund or Funds selected by the Adviser as proposed investors for such transaction (which will result in the Main Fund, or another Fund, bearing more than its pro rata share of Dead Deal Costs), but not by the Investment Vehicles or other co-investor(s) to which the co-investment opportunity was offered, and Investment Vehicles (and co-investors) are not typically allocated any share of break-up fees received in connection with such an unconsummated transaction. In addition, for the avoidance of doubt, where the Main Fund and a CIF or an SPE solely pursue a transaction together and such transaction is not ultimately consummated, the Dead Deal Costs incurred in connection with such proposed transaction will generally be borne by the Main Fund only. The Adviser will have sole discretion in determining the particular allocation of fees, costs, and expenses among the Investment Vehicles and other co-investors. This discretion creates a potential conflict of interest as the Adviser may have an incentive to allocate expenses to a particular Investment Vehicle or other co-investor on one hand, over Investment Vehicle or other co-investor on the other hand, because, for example, different Investment Vehicles and other coinvestors may have different fee arrangements, and the Adviser would have an incentive to allocate fewer expenses (including Dead Deal Costs) to higher fee paying vehicles or investors.

Dead Deal Costs may include, among other things, legal, accounting advisory, consulting, expert network or other third-party expenses, any travel and travel-related and accommodation 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 (i.e., KYC) 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. Any fees and expenses incurred in connection with the organization and maintenance of an SPE (including fees and expenses related to negotiating the Governing Documents of such SPE as well as fees and expenses described above) that is expected to invest alongside the Funds in an investment are expected to be borne by the Funds to the extent such SPE does not ultimately make such investment, whether or not such investment is consummated by the Funds (including any such expenses that may otherwise be applicable to other Funds). In connection with evaluating a potential investment that is not consummated, a Fund will incur Dead Deal Costs. Such Dead Deal Costs are, from time to time, rolled forward and capitalized into the following subsequent consummated transaction. In such cases, any new co-investors may participate with the Fund in the subsequent consummated transaction. As a result, new coinvestors that were not participating in the unconsummated transaction may be responsible for bearing a portion of Dead Deal Costs incurred by the Fund. From time to time, certain Funds will incur certain ongoing expenses that benefit a CIF, SPE or co-investor (for instance, insurance premiums). In such instances, these ongoing expenses will be borne solely by the applicable Fund or Funds and will not be borne by any benefiting CIF, SPE or co-investor. In addition, the Adviser and its affiliates have discretion to (i) receive performance-based compensation, Advisory Fees or similar fees from co-investors and (ii) collect customary fees in connection with actual or contemplated investments that are the subject to co-investment arrangements. No such fees or performance-based compensation received from or in connection with co-investment arrangements will offset fees or other compensation paid by the Funds, and the receipt of fees or other compensation from co-investors could create an incentive for the Adviser to allocate more opportunities to co-investors. Conflicts with Respect to the Secondary Purchase of Fund Interests From time to time, the Adviser and its personnel are involved in connecting and coordinating discussions among prospective buyers and sellers of Fund interests as part of secondary sales of Fund interests either in lieu of the seller withdrawing from a Fund or otherwise. In the event the Adviser does introduce any third-party prospective purchaser to a selling investor, the Adviser will identify such potential purchasers in its sole discretion, generally taking into account its own interests as well as any factors it deems appropriate under the circumstances. It is possible that any such introduction results in an investor in a Fund obtaining liquidity (which could be at a price that reflects a discount or premium 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 will have no obligation to offer any opportunities to purchase or sell Fund

interests to all investors or prospective investors and will not be prohibited from making such an offer to certain investors, without making an offer with an offer, or an offer with similar terms and conditions, to all investors or other investors that are similarly situated. Any such determination by the Adviser to facilitate any such transfer will be unrelated to a Fund’s withdrawal procedures and without regard to whether the transferring investor has submitted a withdrawal request or any other investors have expressed an interest in, or submitted a formal request for, withdrawal in respect of their interest in a Fund. On occasion, the Adviser may permit Adviser personnel to purchase interests in a Fund directly from an investor or to sell interests in a Fund to another investor or a third-party purchaser. While all such transactions will be voluntary and conducted at arm’s length, there is an inherent conflict of interest as the Adviser’s personnel typically have information about a Fund’s investments, including information regarding their valuation and performance expectations, that other investors or prospective investors do not have, and that information would have helped inform their decision whether to purchase or sell such interests. Further, from time to time the Adviser, in its sole discretion, may at any time, cause a Fund to offer to purchase, and to purchase, for cash all or any portion of an investor’s interest in such Fund. The terms and conditions of any such offer to purchase, including the investors to whom such offer is made, the timing of such purchase, and the proposed purchase price (including the timing of payment), will be determined by the Adviser in its sole discretion. The Adviser will not be prohibited from making such an offer to certain investors, without making an offer, or an offer with similar terms and conditions, to all investors or other investors that are similarly situated. Any such determination by the Adviser to purchase an investor’s interest in a Fund will not necessarily be related to such Fund’s withdrawal procedures and may be without regard to whether other investors have expressed an interest in, or submitted a formal request for, withdrawal in respect of their interest in the Fund. The Adviser may take into account a variety of considerations when determining to offer to any investor to purchase its interest in a Fund, including consideration of the Adviser’s own interests. An investor that has sold its interest to the Adviser may receive a higher or lower return on such investment than an investor that has withdrawn from a Fund pursuant to such Fund’s withdrawal procedures. The transactions described above create the potential for conflicts of interest between the Adviser and the other parties involved in the transaction. Such conflicts of interest can include those related to the pricing and valuation of Fund interests which might, in certain circumstances, be based on internal valuations that rely on information available to the Adviser at the time and that might differ from market value (including with respect to transactions that otherwise occur at discounts or premiums to NAV and/or without market checks), information asymmetries, allocation of transaction opportunities generally, allocation of expenses associated with a transaction and any impact of a transaction to the Advisory Fees and/or carried interest received by the Adviser, all of which may benefit a Fund and/or the Adviser to the detriment of a selling investor. Warehoused Investments In accordance with the Funds’ Governing Documents, from time to time, the Adviser expects that it will determine, in its sole discretion, to have a Fund “warehouse” an investment (such fund, the “Warehousing Fund”) for other Investment Vehicles and/or third parties and have the applicable other party purchase their interest (such other party, the “Purchasing Fund”) in the investment from the Warehousing Fund after the Warehousing Fund has consummated its investment in the underlying asset. In connection with an investment being warehoused, the Adviser expects that it will cause the Warehousing Fund to enter into documentation necessary to make an investment in an opportunity (such as a subscription agreement) and, if necessary, provide the capital

necessary to fund the entire purchase price of the investment (which is expected to typically include all costs related to the acquisition of interests of the investment) and/or contribute capital pursuant to capital calls, both for itself and the applicable Purchasing Fund also participating in the opportunity and will, at a later date as determined by the Adviser in its sole discretion, cause the Warehousing Fund to transfer the portion of such opportunity allocable to the Purchasing Fund to the Purchasing Fund and cause the Purchasing Fund to reimburse the Warehousing Fund for the amounts paid and/or contributed by the Warehousing Fund on behalf of the Purchasing Fund, in each case, with interest. The Adviser will determine in its sole discretion when to require each relevant Purchasing Fund to repay to the Warehousing Fund such amounts paid and/or contributed by the Warehousing Fund, which will affect the amount of interest that will accrue to and be paid to the Warehousing Fund. No such reimbursement will offset the Advisory Fee paid by a Warehousing Fund. Further, HRTG will determine, in its sole discretion, subject to the terms of the applicable Governing Documents, the rate of interest to be paid in connection with each warehoused investment, and there can be no assurance that a Purchasing Fund could not have obtained better terms when engaging with a third-party lender. The Adviser’s determination to have a Warehousing Fund warehouse an investment for a Purchasing Fund causes a number of conflicts of interest. There can be no assurance that the actual or perceived value of an investment opportunity at the time that it is allocated to a Purchasing Fund will not be greater or less than at the time the Warehousing Fund enters into the investment opportunity on behalf of the Purchasing Fund. A warehoused investment that has had an actual or perceived increase or decrease in value may still be transferred to the Purchasing Fund at the investment’s cost, meaning, for an investment that increases in value, the Warehousing Fund or the Purchasing Fund will not be able to benefit from any such increase or decrease in value. Furthermore, a Warehousing Fund may experience opportunity costs in providing capital in connection with such warehoused investments and will receive no compensation for such costs, other than interest (as described above) and reimbursement of expenses pursuant to the relevant Governing Documents. A Fund’s returns may be materially impacted as a result of such conflicts. Notwithstanding any plan to sell down an investment that has been warehoused, the full amount of such investment will be included in determining the Advisory Fee payable by the Warehousing Fund to the extent that the asset remains in the Warehousing Fund’s portfolio. In some circumstances, such as if an Investment Vehicle (to which all or a portion of a warehoused investment is to be sold) is not raised, a Warehousing Fund may be unable to sell down a warehoused investment. Alternatively, the Adviser may determine in its sole discretion to hold more or less of the investment through a Warehousing Fund than originally planned. In either case, a Warehousing Fund would have more exposure to the relevant asset than was originally intended, which could decrease its returns and/or increase its risks. Other Potential Conflicts The Funds will be subject to various other actual and potential conflicts of interest. The Partnership Agreements provide that members of the Adviser may receive directors’ fees or similar compensation from portfolio companies of the Funds. In certain cases, such fees will trigger an Advisory Fee offset under the Partnership Agreements. The Adviser has caused, and may in the future cause, the Funds to accept investments from persons or their related entities that, directly or indirectly, serve as third party managers of Funds’ capital (e.g., in their capacity as managers of investment vehicles or employees of issuers into which the Funds have made, or will make, an investment), other service providers to the Funds or officers, directors or employees of issuers in which the Funds invest. Any such arrangement

involves conflicts of interest. For example, the Adviser may be incentivized to cause the Funds to make an investment with a third-party manager, make an investment in a particular issuer or engage such service provider to induce that manager, issuer or provider or a related person to invest into the Funds. During the Funds’ terms, many different types of conflicts of interest may arise and neither this Brochure nor the Funds’ Governing Documents purport to identify all such conflicts. The Adviser and its personnel have in the past and may, 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” or “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, from time to time, require, cause or invite the Funds and/or a portfolio investment 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 investment 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 investment. Such contributions could be designed to benefit employees of a portfolio investment, the community in which a portfolio investment operates or a charitable cause essential to, or consistent with, the business purpose of a portfolio investment. In certain instances, such charitable initiatives could be sponsored by, affiliated with or related to current or former employees of the Adviser, portfolio investment management teams, advisors, service providers, vendors, joint venture partners, and/or other persons or organizations associated with the Adviser, the Funds or the portfolio investments. These relationships could influence the Adviser’s decision whether to require, cause or invite the Funds or the portfolio investments to make charitable contributions. Further, from time to time, such charitable contributions by the Funds or the portfolio investments could supplement or replace charitable contributions that the Adviser would have otherwise made. Also, in certain instances, the Adviser may, from time to time, 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 such charitable initiatives could, directly or indirectly, enhance the value of the Funds’ investments or otherwise be beneficial to the portfolio investments. As provided in the Partnership Agreements of the Main Fund, with respect to investors or potential investors that are (i) the Adviser or partners of the Adviser, (ii) employees of the Adviser or its affiliates, (iii) persons who provide services to a Fund or a spouse or child of any of the persons in each of (i)-(iii) (including any trust or estate planning entities for the benefit of one or more such persons or any other entity wholly owned or controlled by one or more such persons) (collectively, “GP Investors”), the Adviser or an affiliate thereof has and is permitted to, in its sole discretion, allow such GP Investors to make capital commitments or capital contributions to the Main Fund on terms other than those set forth in the Partnership Agreements. GP Investors have been

permitted to make capital commitments on a quarterly basis, which capital commitments will be contributed in full upon the acceptance of each such capital commitment. The amount of each GP Investor capital commitment to the Main Fund may, and is expected to, vary from quarter to quarter, and a GP Investor will have no obligation to make a capital commitment to the Main Fund in any given quarter. As a result, prior to making any capital commitment or capital contribution to the Main Fund, a GP Investor will, in many cases, have information and insight into the Main Fund’s investment pipeline, valuations, and expenses, and will make determinations regarding its commitment amount for such quarter (if any) based on such information and insight. Investors in the Main Fund that are not GP Investors will not have access to the same information and insight, and in any event will not be permitted to make commitment determinations on a quarterly basis. While the Adviser believes the ability of GP Investors to commit capital to the Main Fund is helpful in enhancing economic alignment with other investors in the Main Fund, the ability of GP Investors to make investment determinations on a quarterly basis creates a conflict of interest as between the Adviser and GP Investors, on the one hand, and investors in the Main Fund that are not GP Investors, on the other hand. For example, GP Investors could elect to increase commitment amounts for a particular quarter when GP Investors have an expectation regarding favorable valuations or promising investments in the pipeline, and decrease (or eliminate) commitment amounts for a particular quarter when GP Investors expect lower valuations, increased expenses, or concerns regarding the investment pipeline. Investors in the Main Fund that are not GP Investors will have no such ability to influence the timing of investment and HRTG may elect to call less of an investor’s capital commitment to the Main Fund in a given period as a result of the quantum of investments by GP Investors, thus diluting the exposure of investors in the Main Fund that are not GP Investors to certain well-performing investments and reducing the returns that such investors in the Main Fund may have received from such investments. As a result, investors in the Main Fund that are not GP Investors may, and are expected to, have different returns than those investors in the Main Fund that are GP Investors, which returns may be lower or higher than those of any given GP Investor. In addition, as provided in the Partnership Agreements of the Main Fund, the Adviser retains the right to acquire the interest of any withdrawing investor, but is under no obligation to do so. This right creates a conflict of interest, as the Adviser would have an incentive to acquire such interest when such acquisition is beneficial for the Adviser, but will be under no obligation to do so when not beneficial to the Adviser. When making such determination, the Adviser will have the benefit of its heightened visibility into the Main Fund’s activities, performance and investment pipeline, and will not take into account the interest of the withdrawing investor. The Adviser’s determination in this respect may differ as between multiple investors in the Main Fund, in part as the Adviser may have an incentive to facilitate the withdrawal of certain investors due to a desire to strengthen the Adviser’s relationship with such investors.

Item 12. Brokerage practices

Brokerage Policy and Procedures The Adviser is responsible for executing securities transactions on behalf of the Funds and has adopted written policies and procedures designed to ensure that such transactions are effected in accordance with the Adviser’s fiduciary duties. In carrying out these responsibilities, the Adviser seeks to obtain best execution for the Funds, taking into account a range of factors deemed relevant to each transaction in its sole discretion.

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Selection of Brokers and Dealers In selecting a broker that will effect portfolio transactions for the Funds, the Adviser seeks best execution and does not have the obligation to seek the lowest available commission cost. The Adviser may consider such factors as the broker’s ability to effect the transactions, the broker’s role in distribution of the securities on behalf of an underlying fund, the broker’s ability to sell securities prior to settlement, the broker’s facilities, reliability and financial responsibility, securities pricing and transaction expenses, execution capability, confidentiality, capital commitment, order and processing responsiveness, the broker’s effectiveness in providing market or industry information, arranging for access to an issuer’s management, investment vehicles or knowledgeable industry sources and the provision or payment of the costs of brokerage or research products or services. If the Adviser determines in good faith that the commissions charged by a broker are reasonable in relation to the value of the brokerage and research products or services provided by such broker, the Funds may pay commissions to such broker in an amount greater than the amount another broker might charge (as further described below in “Research and Soft Dollar Benefits”). In selecting a counterparty and market through which to effect a trade, and in determining whether a transaction represents the best execution, the Adviser considers a range of quantitative and qualitative factors, including but not limited to the following: size and type of transaction; access to liquidity; execution efficiency (including whether the broker is distributing the securities on behalf of an underlying fund); capital utilization; clearance and settlement capabilities; reasonableness of commission rate or spread; financial responsibility; characteristics of the market(s) in which the security may be traded; nature of post-trade settlement, custody and foreign exchange structures; and aggregation of trades. In certain cases where distributions of securities are received from an underlying fund through a particular broker, based on the other factors described in this Item 12, the Adviser may pay higher commissions to use that broker. Research and Other Soft Dollar Benefits 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 other services to the Adviser or its personnel. 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., 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 broker-dealer 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. 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 may charge lower commissions.

Aggregation of Trades From time to time, the Adviser will determine that aggregating and allocating trade orders for execution is advantageous in reducing transaction costs and avoiding inequities that can arise when placing orders for publicly traded securities independently. The Adviser will avoid favoring any interest over another. For example, multiple Funds may participate in an aggregated order at the average share price to avoid price inequities that would arise from entering the orders independently. All such Funds share in the execution costs of an aggregated order pro rata based on participation. All Funds included in an aggregated transaction generally participate based on some standard criteria, such as “pro rata” or “per capita.” If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

Item 13. Review of accounts

Oversight and Monitoring HRTG generally oversees the Funds, though responsibility for the day-to-day operations of the Funds has been delegated by HRTG to HRTG Management. The portfolio investments of the Funds are primarily reviewed by a team of investment professionals, which currently includes Keith Johnson, Managing Member, Founding Partner and Chief Executive Officer, and Kevin A. Kelly, Managing Member, Partner and Chief Investment Officer. Each Fund’s asset allocations, performance and operations (including level of risk) of portfolio investments are actively monitored throughout the year.

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Formal reviews of portfolio investments (which may be conducted on specified components of the portfolio, rather than the portfolio as a whole) for, among other things, continued consistency with the Funds’ investment strategies as described in Item 4, are generally conducted annually. Reporting Investors in the Funds typically receive, among other things, copies of audited financial statements of the Funds within 180 days of the fiscal year end of the Funds. HRTG Management and HRTG may from time to time, in their sole discretion, provide additional information relating to the Funds to one or more investors in the Funds as they deem appropriate.

Item 14. Client referrals and other compensation

For details regarding economic benefits provided to the Adviser, or members of the Adviser, by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. The Adviser has not entered into arrangements to compensate third parties that are not its supervised persons for investor referrals.

Item 15. Custody

HRTG’s general practice is not to have physical custody of client assets. However, the Adviser and its affiliates are deemed to have custody of funds and securities of the Funds because of the authority to obtain funds or securities of the Funds, for example, by deducting Advisory Fees from

a Fund’s account or otherwise withdrawing funds from a Fund’s account. All the Funds’ assets are generally held with one or more “qualified custodians” as required by Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) that are unaffiliated with the Adviser. The Funds’ qualified custodian is not required to send account statements directly to the Adviser’s clients under the Custody Rule.

Item 16. Investment discretion

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 their Governing Documents. Investment restrictions for the Funds, if any, are generally established in the Governing Documents, and individual investors in the Funds do not have the ability to impose limitations on the Adviser’s investment authority. As explained in Item 4 above, each Fund’s investment strategy is detailed in the Fund’s Governing Documents. Prospective investors are encouraged to review the Governing Documents in their entirety and to ensure that the proposed investment is consistent with their investment goals, liquidity requirements and tolerance for risk.

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Investors must execute a subscription agreement and governing documents in connection with their investment in the Funds, each of which grants the Adviser a special power of attorney with respect to actions described in the Funds’ Governing Documents.

Item 17. Voting client securities

The Funds pursue both direct investments in publicly traded securities, securities of operating companies and investments in interests in other privately-offered investment funds. The investment advisers to such underlying funds will generally vote any proxies received by such funds in their own discretion. As a result, with respect to investments made through underlying funds, the Adviser has found that it infrequently has occasion to vote proxies on behalf of the Funds in connection with ownership of publicly traded securities.

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Where the power to vote in person or by proxy has been delegated, directly or indirectly, to the Adviser, however, the Adviser has the fiduciary obligation to (a) vote in a manner that is in the best interests of the applicable Fund, and (b) properly deal with potential conflicts of interest arising from proxy proposals. The Adviser will vote proxies related to securities held by a Fund to the extent and in a manner that in its reasonable judgment is in the best interest of such Fund. To properly deal with potential conflicts of interest, the Adviser generally will consider only those factors that relate to a Fund’s investment or that are dictated by a Fund’s written instructions, including how its vote will economically impact (short-term and long-term) and otherwise affect the value of a Fund’s investment (keeping in mind that, after conducting an appropriate cost-benefit analysis, not voting at all on a presented proposal may be in the best interest of the applicable Fund). Where a Fund directly holds voting securities of an operating company and has the power to vote in person or by proxy, the Adviser generally expects to vote on a case-by-case basis in a manner it believes will maximize a Fund’s value on its investment. There are many complexities to proxy voting, but, generally, proxy votes will be cast in favor of proposals that (i) maintain or strengthen the shared interests of shareholders and management and (ii) increase shareholder value.

Proxy votes generally will be cast against proposals having the opposite effect of those items listed above, particularly where the Adviser believes that a proposal will have a dilutive effect on the value of the underlying security. In voting proxies, the Adviser and its employees will vote (or not vote) in a prudent and timely fashion and only after evaluating the issue(s) presented on the ballot. The guidelines are not binding or exhaustive and do not include all potential voting issues. Because proxy issues and the circumstances of individual companies are so varied, there may be instances when the Adviser may not vote at all on a presented proposal or will not vote in strict adherence to these guidelines. In exercising its voting discretion, the Adviser and its employees will seek to avoid any direct or indirect conflicts of interest raised by such voting decision. A Fund generally cannot direct the Adviser’s vote. Copies of relevant proxy logs, identifying how proxies were voted in connection with the Funds and copies of proxy voting policies are available to any client or prospective client upon written request to the address listed on the cover page of this Brochure. Item 18. Financial Information

Item 18. Financial information

Item 19. Requirements for State-Registered Advisers

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.