Lee Equity Partners, LLC: investment adviser

We are a generalist firm with investment professionals who have expertise in a number of industries, including financial, healthcare and business services. Lee Equity was formed in 2006 and is currently led by Christian E. Chauvet, Mark K. Gormley, Benjamin A. Hochberg, Thomas J. Holdstein, Yoo Jin Kim, Mark A. Mauceri, Daniel J. Rodriguez, Joseph B. Rotberg, Sally Vogelhut, and Collins P. Ward (our “Partners”). Certain affiliates of Lee Equity serve as general partner of the Funds (each a “General Partner” and collectively, the “General Partners”). Persons that invest in the Funds are referred to in this Brochure as “investors” or “limited partners.” We provide discretionary investment management services to the Funds and not individually to the investors in such Funds pursuant to an investment management agreement (each, an “Investment Management Agreement”). Investment advice is provided by Lee Equity directly to the Funds, subject to the direction and control of the General Partner of each Fund. Our Funds are primarily designed for limited partners not affiliated with the Firm. Certain other Funds are established to allow members, partners, employees of Lee Equity and certain other individuals to invest in (the “Affiliated Funds”, which are included in the definition of “Funds” in this document). Affiliated Funds may also include limited partners who are not affiliated with the Firm. Each of our Funds typically invests in, and divests of, each investment made by such Fund in parallel with one or more other Funds, including Affiliated Funds. Occasionally, a co-investor or co-invest vehicle may purchase a portion of an investment after the initial investment (a post-closing sell-down or transfer). These purchases usually occur shortly after the Fund’s investment to avoid any changes in valuation of the investment. Where appropriate, and in our sole discretion, we are authorized to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. Investment allocations among Funds are determined by the Funds’ organizational documents and our policies and procedures regarding the allocation of portfolio investments and co-investment opportunities. All Funds are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to Section 3(c)(1) and/or Section 3(c)(7) of the Investment Company Act. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act.

The General Partner of each Fund may enter into separate agreements, known as “side letters” or similar arrangements, with specific limited partners when they join the Fund. These agreements do not require approval from other limited partners. The side letters may establish rights or modify terms of the Fund’s partnership agreement in a manner that is more favorable to a particular limited partner than those available to other limited partners. Such rights or terms in any such side letter or other similar agreements may include, without limitation, (i) excuse rights applicable to particular investments (which may have the effect of increasing the percentage interest of other limited partners in, and contribution obligations of other limited partners with respect to, such investments), (ii) reporting obligations of the General Partner, (iii) waiver of certain confidentiality obligations, (iv) consent of the General Partner to certain transfers by such limited partner or (v) rights or terms necessary in light of particular legal, regulatory or public policy characteristics of a limited partner. Some limited partners who have a “most favored nation” provision can choose to adopt the rights and terms in any side letter or other similar agreement that apply to other limited partners. For additional information on side letters see Item 8. We do not participate in wrap fee programs. Management of Clients Assets As of December 31, 2025, we managed $5,811,847,107 of Client assets on a discretionary basis. This includes the committed capital which may be called by the Funds from their respective limited partners.

If we do not provide services for the full fee period, we will return a pro rata portion based upon the number of days remaining in the applicable time period. Additionally, we may receive directors, consulting, monitoring and other similar fees or other transaction fees in connection with the investment activities of the Funds (“Other Fees”). We may also be reimbursed by portfolio companies for expenses incurred while providing services that give rise to Other Fees. These reimbursed amounts are not considered part of Other Fees but are indirect expenses that the Fund must bear. Other Fees are typically agreed upon when the Fund makes an investment in a portfolio company.

In general, the management fees that the Funds pay us is reduced by a portion of Other Fees, if any, in connection with the activities of the Funds. If the next installment of the management fee payable by a Fund is reduced to zero as a result of our receipt of Other Fees, the excess is carried over to the succeeding management fee payment date and applied as a reduction, but not below zero. Generally, upon dissolution of a Fund, we will refund the excess (up to the amount of aggregate management fees previously paid by such Fund) to such Fund for the benefit of its limited partners. We typically receive Other Fees from, co-investors (including any Affiliated Funds) in an investment. The receipt of these fees will not reduce the management fee payable by any Fund(s) also investing in the same opportunity. As a result, each Fund will generally only benefit from its share of the fee, and not from the portion that applies to the co-investors, which have the potential to be significant. Senior Advisors and Executive Advisory Board Members We have exclusive relationships with several senior professionals who provide certain key value-added services to the portfolio investments of the Funds (the “Senior Advisors”). In addition, Lee Equity and/or portfolio companies may retain other professionals to provide services to portfolio companies, including strategic, operating, and other advisory services, based on such person’s industry expertise and business experience (the “Executive Advisory Board” or “EAB”). These Senior Advisors and EAB members are not employees or members of Lee Equity, although in some cases Senior Advisors are members of the applicable General Partner and have an interest in the Funds’ portfolio investments. In addition, the Senior Advisors and EAB members are not subject to certain restrictions we impose on our supervised persons. In some instances, Senior Advisors and EAB members will receive compensation from the Funds’ portfolio investments and such compensation will not result in offsets to or reductions of the management fees. Senior Advisors and EAB members co-invest through a vehicle established for employees of, and consultants to, Lee Equity, to invest side-by-side with the Funds. As described in Item 6 and 8 below, such employee coinvestment funds will pay no management fee and no carried interest and will invest in portfolio companies of the Funds at the same time and on terms no more favorable than those of the other applicable Funds. Please see additional information regarding potential conflicts of interest in Item 8 below. Broken Deal Expenses The Funds’ investments may incur substantial expenses during the due diligence process before making an investment. These expenses may include, but are not limited to, professional fees for due diligence, legal fees, travel, lodging, and meal costs. Lee Equity will allocate fees and expenses to be borne by the Funds (including expenses incurred in connection with transactions which are not consummated – i.e., “broken deal expenses”) in accordance with the Fund Documents. To the extent such expenses are not addressed in such documents or agreements, the Firm, in its sole discretion, will allocate such fees and expenses using good faith and its best judgment. Please see additional information below regarding allocation of broken deal expenses to co-investment Funds.

Allocation of Fees and Expenses Each Fund will typically pay legal, organizational, and offering expenses, including the out-of-pocket expenses of the Fund’s General Partner and its agents, actually incurred in the formation of the Fund and such General Partner. Investors in the Funds will typically receive a reduction in management fees with respect to all such organizational expenses in excess of specific amounts and any placement agent fees as described in the limited partnership agreement. In addition, each Fund will typically pay all costs and expenses relating to its operations, including, but not limited to the following:

expenses, costs, and liabilities associated with the operation of the Fund and its portfolio investments, including the management fee;

expenses, costs, liabilities and all out-of-pocket expenses including but not limited to due diligence, travel (which may be car service, first class or business class or private and chartered air travel as discussed in this Item 5), lodging (which may include luxury class accommodations), and meals (including meals with portfolio company or prospective portfolio company management), incurred by us in connection with identifying, acquiring, holding, selling, or otherwise transacting in interests in portfolio companies, including broken deal expenses and expenses paid to third party advisors.

expenses related to the administration of the Fund or its subsidiaries, including but not limited to fees, expenses and costs incurred in connection with information technology and software services used by the Fund or its subsidiaries, the preparation and circulation of funding and distribution notices, any third-party administrators of the Fund (including the cost of any investor portal) and all communications expenses;

third party advisor fees (other than the compensation and fees associated with Senior Advisors and EAB members, which compensation and other fees are disclosed separately) and expenses and all out-of-pocket expenses including but not limited to travel which may be car service, first class or business class or private and chartered air travel, lodging (which may include luxury class accommodations), and meals (including meals with portfolio company or prospective portfolio company management), incurred by us in connection with transactions evaluated on behalf of, but not consummated, by the Funds (i.e., broken deal expenses) to the extent not reimbursed by a third party;

legal, auditing, consulting, accounting and other record-keeping fees and expenses (including costs of reports and other communications to the Fund’s limited partners, financial statements, tax return preparation and tax compliance), including indemnification expenses associated with such service providers;

brokerage commissions, custodial fees, appraisal fees, investment banking fees, audit, consulting, other professional fees, underwriting commissions and discounts, research expenses and other investment costs actually incurred in connection with portfolio investments;

expenses of meetings of the Fund’s advisory committee, or meetings with one or more limited partners (including any expenses relating to webcasts, video conferencing or similar technology), regardless of whether all of the individuals attending are limited partners or their representatives;

fees and expenses of EAB members; provided, however, that without the consent of the LP Advisory Committee, such fees and expenses shall not exceed an annual amount of $50,000;

costs and liabilities incurred in connection with litigation and other insurance and indemnity expenses and advances (including any fees and expenses incurred from obtaining representations and warranties insurance);

interest on, and fees and expenses arising out of, all permitted borrowings made by the Fund;

all expenses of winding up or liquidating a Fund;

any taxes, interest, penalties, fees, or other governmental charges levied against such Fund and expenses incidental to the transfer, servicing and accounting for a Fund’s cash and securities;

all expenses incurred in connection with any tax audit, investigation, settlement, or review of the Fund to the extent not subject to indemnification by a limited partner, including all expenses incurred by the Fund’s General Partner in connection with its duties as the tax matters partner of the Fund;

all expenses incurred in connection with any restructuring or amendments to Fund Documents (as defined below) and the constituent documents of related entities, including the General Partner and Lee Equity;

all expenses incurred in connection with distributions to a Fund’s limited partners;

all expenses and costs incurred in connection with any regulatory filings required to be made (including Form PF, but excluding Form ADV) and those expenses related to a Fund’s AIFMD compliance;

all expenses incurred in connection with annual meetings of limited partners and portfolio company executives;

all costs and expenses relating to anti-money laundering or “know your customer” compliance, tax diligence expenses or related procedures;

all expenses and costs incurred in connection with any actual or proposed purchase, sale, assignment, pledge, or transfer of a limited partner’s interest in a Fund or the withdrawal or termination of a limited partner (except to the extent allocable to or payable by, and actually borne and paid by, the applicable purchaser or limited partner, assignee or transferee, as the case may be);

all expenses incurred in connection with assisting limited partners in complying with U.S. Freedom of Information Act requests;

placement agent fees incurred in connection with the formation of a Fund, subject to a 100% offset against the management fee of such Fund; and

extraordinary expenses (such as litigation).

Travel, Entertainment and Related Expenses The Funds will pay directly or reimburse Lee Equity, the applicable General Partner and its affiliates for actual out-of-pocket travel, entertainment and related expenses, including, without limitation, first class and/or business class air travel (which may include private, or chartered air travel which will be charged in accordance with past practice, at rates not to exceed equivalent first class airfare), first class lodging, ground transportation, travel and premium meals (including, as applicable, closing dinners and mementos, cars and meals (outside normal business hours), and social and entertainment events) incurred in holding, developing, identifying, evaluating, negotiating, structuring, conducting due diligence, monitoring, selling and otherwise disposing of portfolio investments, the offering of interests in the Fund and otherwise in connection with the business of the applicable Fund. Lee Equity and its personnel can be expected to receive certain intangible and/or other benefits from their activities on behalf of a Fund which will not be subject to the management fee offset or otherwise shared with a Fund, its investors, and/or the portfolio companies. Such benefits may include, among other things, participation at meals or events, “miles” or “points” or other benefits of loyalty / status programs, airline travel or hotel stays where the costs of such event, meal or stay were incurred as Fund expenses or as portfolio company or third-party expenses. These benefits, whether or not de minimis or difficult to value, will inure exclusively to Lee Equity and such personnel and not the Fund, their investors, and/or the portfolio companies, even though the cost of the underlying service is borne by the Funds and/or the portfolio companies. Certain expenses that are not Fund expenses may nevertheless be reimbursed by fee income prior to any offset of management fee. Lee Equity will allocate fees and expenses between itself and the Fund according to the relevant offering materials and governing documents, including limited partnership agreements, advisory agreements and/or side letter agreements negotiated with investors in the applicable Fund (together, the “Fund Documents”). If not addressed in the Fund Documents, Lee Equity, in its sole discretion, using good faith and its best judgement, will ensure any expenses incurred by us and reimbursed by a portfolio company are eligible to be reimbursed pursuant to the Fund Documents. In some cases, one Fund may pay an expense common to multiple Funds and/or Affiliated Funds (including without limitation legal expenses for a transaction in which all such Funds participate, or other fees or expenses in connection with services the benefit of which are received by other Funds over time) and those Funds will reimburse the paying Fund based on their share of expense, without interest. While highly unlikely, if a Fund defaults on its reimbursement obligation, Lee Equity may advance the amount and later receive reimbursement from the relevant Fund(s). Co-investors will typically bear their pro rata share of fees, costs and expenses related to the discovery, investigation, development, acquisition or consummation, ownership, maintenance, monitoring, hedging and disposition of their co-investments, as well as any expenses related to unconsummated investments, (e.g., broken deal expenses). If a proposed transaction is not consummated, no co-investment vehicle

will generally have been formed and the full expenses relating to such an unconsummated transaction will be borne by the Fund or Funds as identified by Lee Equity as proposed investors for such a transaction (including extraordinary expenses such as litigation costs and judgements and other expenses). Similarly, co-investment vehicles are not typically allocated any share of broken deal expenses paid or received in connection with such an unconsummated transaction. In cases where a co-investment vehicle is formed for a proposed transaction, costs and expenses relating to such co-investment vehicle may be borne by another Fund or Funds, regardless of whether such proposed transaction is consummated. Lee Equity seeks to allocate such fees, costs, and expenses on a fair and equitable basis, in its sole discretion, and there can be no assurance that such fees, costs, and expenses will be allocated proportionately. Co-investors may not agree to pay or otherwise bear fees, costs and expenses related to unconsummated co-investments (and in certain circumstances, co-investors may not bear such fees, costs, and expenses because they have not been identified when we cease to pursue a potential investment). In such event, such fees, costs, and expenses will be considered operating expenses of and be borne by the applicable Fund. Lee Equity may, in its sole discretion, charge interest on amounts owed by co-investors or adjust the purchase price to reflect the related costs, seeking reimbursement for these expenses. If these adjustments are not made, the relevant Fund will typically bear these costs. Subject to any relevant restrictions or other limitations contained in the limited partnership agreements of the Funds, Lee Equity will allocate fees and expenses in a manner that it believes is fair and equitable to our Clients under the circumstances and considering such factors as it deems relevant, but in its sole discretion. In exercising such discretion, Lee Equity may be faced with a variety of potential conflicts of interest. Please see additional information regarding potential conflicts of interest in Item 8 below. Neither we, nor any of our supervised persons, accept transaction-based compensation for the sale of securities or other investment products. The Funds may include alternative investment vehicles established from time to time in order to permit one or more investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. We generally have limited discretion to invest the assets of these vehicles independent of limitations in the organizational documents of such vehicles and the related Fund.

In no event will the General Partner of a Fund be required to return more than the total cumulative distributions received, calculated on an after- tax basis. The carried interest percentage to which the General Partner of

a Fund is entitled is negotiated at the time the Fund is formed. Certain Clients, whose investors may be members, partners, employees, related persons of Lee Equity, or others, may pay reduced or no carried interest. The General Partner’s carried interest may create an incentive for us to make more speculative portfolio investments on behalf of our Clients than we might otherwise make in the absence of such performancebased arrangement. Additionally, recent legislation generally requires a holding period of over three years for portfolio investments in order for the General Partner’s carried interest to qualify for preferential longterm capital gains tax treatment. This extended holding period, along with other laws (including non-U.S. tax laws) may influence the General Partner’s decision regarding the timing and method of realizing portfolio investments than would if long-term capital gain from the sale or disposition of capital assets did not require a three-year holding period.

Limited partnership interest holders may include, among others, governmental and corporate pension and profit-sharing plans, endowments, private funds, banks, insurance companies, sovereign wealth funds, high net worth individuals, family offices, trusts, estates charitable organizations, corporations, partnerships, and limited liability companies, or other entities. In addition, some employees and other persons associated with Lee Equity and/or its affiliates, including the General Partner, make capital contributions to the Funds. An affiliate of Lee Equity serving as the General Partner will make specific capital commitment to each Fund, subject to specific terms as set forth in the Fund Documents. The Funds generally have a specified minimum commitment as set forth in the Fund Documents. The General Partner of each Fund may, in its sole discretion, accept investment commitments of lesser amounts than the stated minimum. In general, there is no minimum capital commitment amount for investors in certain coinvestment vehicles.

We are a generalist firm with investment professionals who have significant expertise in a number of industries, including financial, healthcare and business services. This model offers investors the combination of a generalist firm’s broad market coverage with a sector-focused firm’s knowledge, networks, and expertise. We seek companies that exhibit or have the potential to produce high margins, compelling growth rates, attractive free cash flow, high returns on capital, and the ability to sustain strong competitive positions. We employ a comprehensive approach to managing our portfolio companies. This approach, which is encapsulated in a planning process called the Lee Equity Action Performance Plan or “LEAP Plan,” creates a systematic framework through which we can monitor and influence the progress of each portfolio company’s short-term and long-term operating, strategic and financial plans. We work with management teams to build depth among the operating leadership group. Lastly, we oversee the development and implementation of systems and controls, reporting and decision-making tools to augment each company’s existing capabilities. Risk Factors Private equity investing involves significant risks, and a Fund and its investors should be prepared to bear such risks. Investing in the Funds involves significant risks relating both to the types of investments contemplated and our ability to achieve the investment objectives. The following discussion of risks associated with private equity investments is not an exhaustive list of all risks associated with an investment in our Funds. Please see the confidential offering memoranda for other risk factors of the respective Fund for a more detailed discussion of risks. Risk of Loss of Capital. Investing in securities involves the risk of loss of capital. No guarantee or representation is made that we will achieve a Fund’s investment objectives or that we will be successful. The past performance of the Funds, the general partner, or Lee Equity is no assurance of future success, as investment results are not guaranteed. Leverage. Investments in leveraged companies offer the opportunity for capital appreciation, but they also carry significant risk. Our Funds’ investments are occasionally highly leveraged, making them more vulnerable to negative business, financial or economic developments. In particular, rising interest rates can greatly impact the profitability and survival of these companies. If a portfolio company is unable to generate sufficient cash flow to meet principal or interest payments or make regular dividend payments, the value of the investment could be significantly reduced or even eliminated. Leveraged investments also impose restrictive financial and operating covenants on companies and could impair such company’s ability to finance future operations and capital needs. Additionally, the companies in which a Fund will invest generally will not be rated by a credit rating agency. While the Funds will generally bear the expense of borrowed funds, such borrowings can also increase the carried interest received by the Fund’s General Partner by decreasing the amount of distributions from the Fund required to be made to Fund investors in satisfaction of any preferred return. The General Partner

therefore has a conflict of interest in deciding whether to borrow funds because the General Partner may receive disproportionate benefits from such borrowings. The extent to which a Fund or its subsidiaries (including investment entities) uses leverage may have important consequences to its limited partners, including, but not limited to, the following: (i) greater fluctuations in the valuation of such Fund’s assets; (ii) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions or other purposes; (iii) increased interest expense if interest rate levels were to increase; (iv) in certain circumstances, prematurely disposing of investments to service such Fund’s debt obligations; (v) limitation on such Fund’s flexibility to make distributions to its limited partners or to sell assets that are pledged to secure the indebtedness; (vi) a decrease in the amount of distributions that the limited partners might otherwise have received in respect of a preferred return had such leverage not been incurred; and (vii) the net internal rate of return of such Fund’s being higher than it otherwise would have been without fund-level borrowing, particularly during the early years of a Fund’s life. Additionally, the applicable General Partner may be entitled (a) to receive carried interest distributions earlier than it otherwise would have and (b) in certain circumstances, to receive greater carried interest distributions than it otherwise would have, in each case had such Fund not incurred such indebtedness and, instead, had required the limited partners to make additional capital contributions. Certain borrowings, including those secured by an asset-backed facility, expose all of the assets of a Fund to claims of lenders for a loss occurring at one specific portfolio company. This would negatively impact the value of all portfolio companies if such a loss were to occur. Such a loss would also impact those limited partners that have been excused from an investment in the portfolio company experiencing the loss. A decrease in the market value of a Fund’s investments would increase the effective amount of leverage and could result in a violation of certain financial covenants pursuant to which such Fund must either repay the borrowed funds to the lender, which could, subject to any limitations set forth in the applicable Fund Document, require limited partners to make additional capital contributions in respect of such borrowings, or suffer foreclosure or forced liquidation of the pledged assets. Borrowing by the Fund will generally be secured by capital commitments made by the limited partners to the Fund and/or by the Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interest of the investors may be subordinated to such Fund-level borrowing. Moreover, tax-exempt investors should note that the use of borrowings by the Fund may cause the realization of UBTI. Illiquid and Long-Term Investments; Lack of Transferability. Although our Funds’ investments may generate current income, the return of capital and the realization of gains, if any is expected to occur upon their disposition. The Funds typically hold investments for a number of years before they are sold. Furthermore, it is unlikely that there will be a public market for such investments, which generally may not be sold publicly. In some cases, the sale of such investments may be prohibited or limited by contract for a period of time, and we may not be permitted to sell such investments at a time we might otherwise desire to do so. Moreover, a Fund’s operational expenses (including advisory fees) could exceed its income, requiring the Fund to cover this difference from the Fund’s capital (including unfunded capital commitments). Investments in Equity Securities. The Funds will hold equity securities, and certain Funds could hold derivatives. Such equity securities and derivatives may take various forms, including, but not limited to, common stock, preferred stock, warrants, profit participation rights, convertible securities, equity options and other equity or hybrid equity securities.

Because equity securities generally represent the most junior position in an issuer’s capital structure, such securities generally entitle holders to an interest in the assets remaining, if any, after more senior claims to such assets have been satisfied. Holders of common stocks are generally entitled to dividends only after making interest, dividend, and any other required payments on more senior securities. In the event of a liquidation, holders of convertible securities would be paid after the company’s creditors but before the company’s common stockholders. In general, options, warrants, stock purchase rights and similar instruments are securities that give holders the right, but not the obligation, to subscribe for equity securities. Because of this, options, warrants, stock purchase rights and similar instruments are typically considered more speculative than other types of equity investments. Highly Competitive Market for Investment Opportunities. Identifying, completing, and realizing attractive private equity investments is highly competitive and involves a high degree of uncertainty. There can be no assurance that we will be able to identify and complete investments that satisfy our Funds’ investment objective. Nevertheless, our Clients will be required to pay our management fees based on aggregate commitments during the Fund’s commitment period. Portfolio Company Management Risks. Portfolio companies often rely on the services of a number of key individuals, the loss of any one of whom could significantly affect the portfolio company’s performance. While we monitor each portfolio company’s management team, each such team will ultimately have day-today responsibility for the business of such portfolio company. Further, key executives/founders may be approaching retirement requiring the planned transition to professional management or a next generation of senior managers. There can be no assurance that a portfolio company will be able to attract, develop, integrate, and retain suitable members of its management team, which also could adversely affect the Fund. While we will attempt to assess the relative capabilities and depth of company managers, no assurance is given that these efforts will be sufficient to overcome any decisions made or actions taken by management teams or that the supplementation or replacement of operating managers will be successful. Concentration of Investments. As each Fund only invests in a limited number of portfolio companies, a single investment’s performance affects Fund performance. Furthermore, because we typically have broad discretion to invest a considerable portion of a Fund’s assets in a single investment, and all of the Fund’s assets in a particular industry, adverse movements in the value of a single investment or the health of a particular industry could have a considerable negative impact on such Fund. Control Position and Directorships. Each Fund generally seeks investment opportunities that allow it to have significant influence on the management, operations, and strategic direction of the portfolio companies in which it invests. This includes securing positions on the boards of directors of portfolio investments, which can be crucial to the Fund’s investments as it enhances our ability to manage the investment. However, such board positions may also limit the Fund’s flexibility in selling the investment when desired and may expose it to potential legal director-related claims. In addition, the exercise of control over portfolio companies may expose our Funds to additional risks, including but not limited to, liability for environmental damage, product defects, and failure to supervise management. While we intend to manage our Funds to minimize exposure to these risks, the risk of successful claims cannot be entirely eliminated.

Conversely, a Fund could hold minority positions in companies for which the Fund has no right to appoint a director or otherwise exert significant influence or protect its position. In such cases, the Fund will rely significantly on the management teams and boards of directors of such companies. However, such management teams and directors might hold interests that conflict with those of the Fund. Additionally, during the process of exiting investments, a Fund could potentially hold minority equity stakes such as might occur if portfolio holdings are taken public. Such minority stakes would have neither the control characteristics nor the valuation premiums accorded majority or controlling stakes. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence can be adversely affected by various global factors, such as current or future tensions around the world, fear of terrorist activity and/or military conflicts, pandemics, localized or global financial crises or other sources of political, social, or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. In such an uncertain climate, the availability of investment opportunities may decrease, and it may become more difficult to accurately model market conditions, which could lead to less reliable financial projections. In addition, limited availability of credit for consumers, homeowners, and businesses in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may adversely affect portfolio companies. Trade Disputes and Tariffs. Political events, international trade disputes or tariffs could harm or disrupt international commerce and the global economy and could have a material adverse effect on Lee Equity, the Funds and the Funds’ portfolio companies. The United States has recently enacted significant trade measures, including substantial tariffs on goods imported from major U.S. trading partners and others, and may in the future increase such tariffs and/or impose tariffs on additional countries. As a result, to the extent the Funds invest in portfolio companies that utilize inputs from countries subject to tariffs, the enactment of tariffs will result in increased operating costs for such portfolio companies, which has the potential to impact the Funds’ investment performance and returns to the Funds’ investors. Additionally, to the extent certain countries impose retaliatory tariffs on imports from the United States to the extent the Funds invest in portfolio companies that export goods to such countries, the retaliatory tariffs could limit the ability of such portfolio companies to compete in such foreign markets, which also has the potential to impact the Funds’ investment performance and returns to the Funds’ investors. More generally, future trade restrictions, protectionist measures or similar events beyond our control could escalate into a trade war and have a material adverse effect on our business operations and the Funds’ performance. Heightened economic uncertainty driven by tariffs and changing government policy could reignite inflationary pressures, impact central bank policy, and raise recessionary risks. Increases in borrowing costs driven by inflationary pressure, particularly in a macroeconomic environment which already features elevated borrowing costs, could further dampen consumer demand and investor confidence. In addition, the North American economic corridor may be negatively impacted by this uncertainty, which could include impacts to key U.S. exports. Additionally, escalation in tensions between the U.S. and major economies, coupled with such nations’ failure to adopt or maintain trade agreements and/or increased use of tariffs, sanctions or investment restrictions may contribute to a slowing of global economic growth and adversely affect the revenues and profitability of the Funds and their portfolio companies. Moreover, sanctions or other investment restrictions could prevent the Funds from investing in certain foreign companies or cause the Funds to sell investments at

disadvantageous times. All of the foregoing has the potential to materially and adversely impact the Fund, Lee Equity and its investments. Events such as these and their impact are difficult to predict and it is unclear whether tariffs or similar trading restrictions may be imposed or other escalating actions may be taken in the future. Financial Institutions Risk. Lee Equity relies upon third-party banks or other custodians to safeguard our Client’s assets and provide credit facilities that may be used to pay Fund expenses and purchase new investments. While Lee Equity carefully selects and monitors our custodians, they may experience financial difficulties or otherwise fail, which could prevent Lee Equity from accessing Client funds, securities, or credit facilities. Lee Equity could be required to call investor capital to pay expenses or purchase investments that otherwise would have been financed through a credit facility, or Lee Equity could be prevented from making timely distributions of investor capital in the event a banking counterparty is shut down by regulators. These events could negatively impact Fund performance or result in substantial delays in the return of capital to investors. Lee Equity, the Funds and Fund portfolio companies regularly maintain cash balances at banks or other custodians in excess of the FDIC insurance limit. Each of these parties’ access to cash in amounts adequate to pay expenses, purchase new investments and otherwise operate its business could be significantly impaired by the financial institutions with which it maintains cash balances to the extent such financial institutions face liquidity constraints or failures. In addition, investor concerns regarding the U.S. or international financial systems may increase the risk of default of particular investments, negatively impact market value, increase market volatility, and cause credit spreads to widen and reduce liquidity, all of which could have a material adverse effect on the performance of the Funds’ investments, returns and the ability of the Funds to make and/or dispose of investments. No assurance can be given as to the effect of these events on the value of, or markets for, investments, or the Funds’ or a portfolio company’s ability to recover therefrom. Governmental Scrutiny and Potential Regulatory Changes. Private Equity could face enhanced governmental scrutiny and/or increased regulation. Such enhanced scrutiny or increased regulation could have an adverse impact on Lee Equity’s activities, including by complicating or preventing a Fund’s efforts to structure, consummate and exit investments, both in general and relative to competing bidders. As a result, a Fund may invest in fewer transactions or incur greater expenses or delays in structuring, completing, or exiting investments than it otherwise would have. The SEC has also recently adopted new Form PF reporting rules and amendments, which are expected to increase the costs of compliance, and could expose Lee Equity to regulatory scrutiny, censure, and penalties if Lee Equity is unable to comply. It is impossible to predict what, if any, further changes may be instituted with respect to the regulations applicable to the Funds, Lee Equity, the markets in which they operate and invest or the counterparties with which they do business, or what effect such legislation or regulations may have. Duties of Lee Equity and the Investor’s Rights. Lee Equity provides the Funds (not individual investors) with portfolio management and administrative services. As such, and to the fullest extent permitted by law, an investor in the Funds will not have direct rights against Lee Equity and Lee Equity does not represent or owe

any duty to any individual investor in connection with providing such services except as required by applicable law. Notwithstanding the foregoing or anything to the contrary contained herein or in the Fund Documents, nothing contained herein or in the Fund Documents shall restrict, amend, eliminate or waive any fiduciary duty of Lee Equity under (a) the Advisers Act or (b) any other applicable federal or state law to the extent that such restriction, amendment, elimination or waiver would be in violation of such other federal or U.S. state law Inflation Risk. Inflation and rapid fluctuations in inflation rates have in the past had, and may in the future have, negative effects on economies and financial markets. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. If inflation were to rise at rates higher than those anticipated, the effective rate of return on the Funds’ investments may be reduced. As a result, an unexpected rise in the rate of inflation could have a material and adverse impact on the Funds and their investments. Uncertainty of Financial Projections. The Funds rely upon projections, forecasts and/or estimates developed by the applicable Fund or a company concerning the company’s future performance and cash flow. Actual events are difficult to predict and beyond the Funds’ control. Some key factors which could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates and domestic and foreign business, market, financial or legal conditions, and tariffs, among others. Accordingly, there can be no assurance that estimated returns or projections can be realized and actual returns could be materially lower than projections. Need for Follow-On Investments. Following its initial investment in a portfolio company, Lee Equity may provide additional funds to a portfolio investment where the opportunity presents itself. There is no assurance that any Fund will make add-on investments, or that any Fund will have sufficient funds to make any of such investments. Any decision by a Fund not to make add-on investments or its inability to make such investments may have a substantial negative impact on a portfolio company or may result in a lost opportunity to increase its participation in a successful operation. Non-U.S. Investments. Our Funds primarily pursue U.S. based investments, but we do invest globally. Foreign securities involve risks not typically associated with investing in U.S. securities, including risks relating to (i) currency exchange matters, (ii) differences between the U.S. and foreign securities markets, (iii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation, (iv) certain economic, social and political risks, (v) obtaining foreign governmental approvals and complying with foreign laws, (vi) the possible imposition of foreign taxes on income and gains recognized with respect to such securities, (vii) differing tax structures, non-U.S. tax laws that (1) could adversely impact the cash flow and potential investment returns and (2) are subject to change, sometimes with retroactive effect, (viii) differences in the legal and regulatory environment, (ix) political hostility to investments by foreign or private equity investors, and (x) less publicly available information. Anti-fraud and anti-insider trading legislation in these countries may be rudimentary. There may be no prohibitions or restrictions on the ability of management to terminate existing business operations, sell or otherwise dispose of a portfolio company’s assets, or otherwise materially affect the value of such portfolio company without the consent of such portfolio company’s shareholders. Anti-dilution protection also may be limited. The concept of fiduciary duty on the part of the management or directors of

companies to shareholders may be limited in some countries. The legal systems in these countries may offer no effective means for the Fund to seek to enforce its rights. In addition, portfolio companies located in nonU.S. jurisdictions may be involved in restructurings, bankruptcy proceedings and/or reorganizations that are not subject to laws and regulations that are similar to U.S. jurisdictions. Where non-U.S. laws and regulations do not provide the Fund with equivalent rights and privileges necessary to promote and protect its interests, the Fund’s investments in any such portfolio company may be adversely affected. While the General Partner intends to minimize exposure to the foregoing risks, there can be no assurance that adverse developments will not affect the portfolio company’s operations. Hedging Arrangements; Related Regulations. The General Partner may (but is not obligated to) manage the Fund’s or any portfolio company’s currency exposures, interest rate exposures or other exposures using hedging techniques where available and appropriate. The Fund may incur costs related to such hedging arrangements, which may be undertaken in exchangetraded or over-the-counter (“OTC”) context. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In some cases, hedging arrangements will subject the Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian, or intermediary. OTC contracts may expose the Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for the General Partner and/or one of its affiliates, an obligation to register with the U.S. Commodity Futures Trading Commission (the “CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements. Valuation of Investments. Generally, the relevant General Partner will determine the value of all the Funds’ investments for which market quotations are available. However, market quotations are not available for virtually all of a Fund’s investments because the securities of portfolio companies will generally be illiquid and not quoted on any exchange. Each General Partner will determine the value of the Fund’s investments that are not readily marketable based on ASC 820 guidelines as promulgated by the Financial Accounting Standards Board and any subsequent valuation guidelines required of an investment fund reporting under generally accepted accounting principles as promulgated in the U.S. There can be no assurance that the relevant General Partner will have all the information necessary to make valuation decisions, or that any information provided by third parties on which such decisions are based will be correct. There can be no assurance that the valuation decision of a General Partner will represent the value realized by the relevant Fund on the eventual disposition of such investment or that would, be realized upon an immediate disposition of such investment on the date of its valuation. Accordingly, the valuation decisions may cause the General Partner to ineffectively manage the Fund’s portfolio investments. Illiquid Nature of Interests. Interests in the Funds have not been registered under the Securities Act, or applicable securities laws of any U.S. state or the securities laws of any other jurisdiction and, therefore, cannot be resold unless they are subsequently registered under the applicable securities laws. There is no public market for the interests in such investment vehicles and one is not expected to develop. An investor generally will not be permitted to transfer any of its interests without the prior written consent of the General Partner of the investment vehicle. Consent may be given or withheld in accordance with the governing documents of the investment vehicle.

Side Letters. Lee Equity reserves the right to enter into side letter arrangements with certain investors in a Fund, granting them different or preferential rights or terms, including but not limited to different fee structures (including discounted or rebated compensation terms), information rights, specialized reporting, priority co-investment rights, and liquidity or transfer rights. Side letters may also be tied to strategic relationships involving commitments to multiple Funds. Except where required by governing documents, other investors will not receive copies of these side letters, and generally have no recourse if certain investors receive additional rights. Cybersecurity Breaches and Identity Theft. Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency. Lee Equity, the Funds’ service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business. These systems are subject to a number of different threats that could adversely affect the Funds and their investors, despite the efforts of Lee Equity and the Funds’ service providers to adopt technologies, processes and practices intended to mitigate these risks. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of Lee Equity’s systems to disclose sensitive information in order to gain access to Lee Equity’s data or that of the Fund’s investors. A successful penetration of the security of Lee Equity’s systems could result in the loss of an investors or funds data, the inability to access electronic systems, loss of proprietary information, or physical damage to a computer or network system. Such incidents could cause the Funds, Lee Equity, or their service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. Similar types of operational and technological risks are also present for the companies in which the Funds invest, which could have material adverse consequences for such companies and may cause the Funds’ investments to lose value. Pandemics. The effects of pandemics or other major public health issues could adversely affect the value of the Funds’ assets, cash flows, ability to operate successfully, and investors’ ability to successfully exit investments. Pandemics or other major public health issues could also adversely impact Lee Equity and its investments by creating significant volatility in financial markets, interrupting business activities, supply chains and transactional activities, and negatively impacting the economies of the affected countries in material respects. Such events could also affect Lee Equity’s ability to raise and deploy capital and the performance of the Funds and their investments. Geopolitical Risks and Force Majeure. An unstable geopolitical climate and continued threats of terrorism could have a material adverse effect on general economic conditions, and market liquidity. For example, geopolitical tensions, including the conflict between Russia and Ukraine, tensions between the U.S. and China, the U.S. and European countries over Greenland, tensions between Taiwan and China, and the ongoing conflicts between Israel and Hamas and various other countries in the Middle East and North Africa, could lead to uncertainty, severe disruption to supply chains and volatility in global markets and could negatively impact the Fund’s and their portfolio companies. In addition, certain events and resulting movements (including protests) have caused social unrest in the United States and in other parts of the world. At times, such movements have been accompanied by violence and looting which has seen certain businesses suffer physical damage and economic loss. In addition, such movements have seen certain businesses become subject to adverse publicity and heightened scrutiny as a result of historical action or

inaction. To the extent that one or more Funds invest in portfolio companies that are impacted by such social unrest, physical damage and economic loss or the threat thereof, there could be a material adverse impact on such Funds and their investments. Additionally, Funds or portfolio companies may be affected by force majeure events including, without limitation, fires, floods, earthquakes, pandemics, wars, terrorism, and labor strikes. In certain circumstances, a Fund or a portfolio company may be a party to a contract which does not protect or indemnify the Fund or portfolio company if a force majeure event occurs. In this event, the Fund or portfolio company may be required to continue to comply with its obligations under the contract even though it may not receive some or all of the benefits of the contract. Such a circumstance may cause the Fund or portfolio company to suffer economic loss, particularly if a force majeure event persists for an extended period of time. In addition, the cost to a portfolio company or a Fund of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events can negatively impact the world economy and international business activities generally. A resulting negative impact on economic fundamentals and consumer confidence may increase the risk of default of particular investments, negatively impact market value, increase market volatility, and cause credit spreads to widen and reduce liquidity, each of which could have a material adverse effect on the performance of the Fund’s investments No assurance can be given as to the effect of these events on the value of, or markets for, investments, or the Fund’s or a portfolio company’s ability to recover therefrom. Furthermore, insurance to cover any losses that result from such events may not be available on acceptable terms or altogether. Labor Relations. Certain portfolio companies may have unionized work forces or employees who are covered by a collective bargaining agreement. Labor relation issues could negatively impact operations and profitability. If a collective bargaining agreement expires, we may struggle to negotiate favorable terms, leading to potential work stoppages or operational delays. Such problems could materially affect the company’s business and financial condition, potentially hindering a Fund’s ability to implement its investment objectives. Adverse Publicity. Lee Equity, the Funds and their general partners face the risk of negative publicity, including from labor disputes, environmental issues, and governmental scrutiny at the municipal, federal, and global levels. Claims from the portfolio company or Lee Equity employees could also draw negative news media attention. Such adverse publicity may impact a Fund’s ability to source investments and meet the Fund’s investment objectives. Moreover, the private equity industry has recently faced negative global commentary which could lead to increased regulation or scrutiny, further affecting a Fund’s ability to meet its investment objectives. Artificial Intelligence. The overall adoption of artificial intelligence throughout society may exacerbate or create new and unpredictable competitive, operational, legal and regulatory risks to our businesses. There is substantial uncertainty about the extent to which artificial intelligence will result in dramatic changes throughout the world, and we may not be able to anticipate, prevent, mitigate, or remediate all of the potential risks, and challenges. These changes could potentially disrupt, among other things, our business models, investment strategies, operational processes, and our ability to identify and hire employees. Some of our competitors may be more successful in the development and implementation of new technologies. If we are unable to adequately advance our capabilities in these areas or do so at a slower pace than others in our industry, we may be at a competitive disadvantage. Additionally, the rapid evolution of artificial intelligence technologies may also increase our cybersecurity risks.

In addition, Lee Equity permits the use of artificial intelligence technologies, including generative AI technologies, within the context of its business and operations, including research related to prospective and current portfolio companies. The use of inadequate artificial intelligence development presents risks to Lee Equity’s business and could result in unintended consequences. For example, artificial intelligence algorithms and models that are used may have undisclosed inherent limitations, be flawed or contain errors or may be based on datasets that are biased or insufficient. In addition, any latency, disruption or failure in artificial intelligence systems or infrastructure could result in errors in analyses and compromise the integrity, security or privacy of generated content. Moreover, uncertainty in the legal regulatory regime relating to artificial intelligence may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws Additionally, Funds are likely to invest in portfolio companies that utilize artificial intelligence technologies to enhance the advertising tools of portfolio companies, assist in the development of new products for portfolio companies and develop new features for existing products of portfolio companies. Accordingly, such portfolio companies are subject to the same risks and unintended consequences described above, and there can be no assurance that the usage of artificial intelligence will enhance portfolio company products or services or be beneficial to their business.

Conflicts of Interest The following are potential risk areas related to conflicts of interest. More detailed information concerning potential conflicts of interest appear in the confidential offering memoranda of the Funds. Lee Equity and its related entities engage in advisory and non-advisory activities, including investment activities for the Funds (including Affiliated Funds), and provide transaction related and management services to Funds and portfolio companies. Lee Equity devotes such time, personnel and internal resources to conduct the business affairs of the Funds as required by the relevant partnership agreement. In the ordinary course of its activities, Lee Equity may face conflicts of interest between a Fund’s interests and those of Lee Equity, other Funds, Affiliated Funds, or portfolio companies. Generally, Lee Equity will use its best judgment to determine transaction structuring and Fund operations and will do so at its sole discretion, subject to required approvals by the advisory committees of the participating Funds in certain cases. Management of Time, Service or Functions. During the commitment period of a Fund, all appropriate investment opportunities will be pursued by Lee Equity principals, subject to certain limited exceptions. Lee Equity principals currently manage several investments similar to those in which a Fund will be investing and may direct certain relevant investment opportunities to those investments. Lee Equity’s principals and investment staff will continue to manage such investments until their realization. Such other investments that Lee Equity principals control may potentially compete with companies acquired by a Fund. Following the commitment period of a Fund, Lee Equity principals will likely focus their investment activities on other opportunities and areas unrelated to such Fund’s investments. Representation on Portfolio Company Boards. As a result of the Funds’ controlling interests in portfolio companies, Lee Equity typically has the right to appoint portfolio company board members (including current or former Lee Equity personnel or their nominees), or to influence their appointment, and to influence their compensation. From time to time, portfolio company board members approve compensation and/or other amounts payable to Lee Equity and/or its affiliates. Unless such amounts are subject to the partnership agreements’ offset provisions, they will be in addition to any management fees or carried interest paid by a Fund to Lee Equity. See “Management Fee Offsets” below for additional information.

Senior Advisors and Other Advisors and Consultants. Portfolio companies (and, to a lesser extent, the Funds) will typically pay certain fees to Senior Advisors, EAB members, and other consultants (including consultants introduced or arranged by Lee Equity and/or its affiliates that regularly provide services to one or more portfolio companies), and such fees do not offset the management fee as described herein. Senior Advisors often make use of Lee Equity resources or are otherwise associated with Lee Equity. The engagement of Senior Advisors, EAB members, and other consultants and the compensation paid to them by Lee Equity, its affiliates and/or the portfolio companies, may give rise to conflicts of interest. Although Lee Equity seeks to retain Senior Advisors, EAB members, and other consultants with a view to reducing costs, there is no assurance that savings will be realized. Lee Equity also seeks to reduce potential conflicts of interest resulting from such arrangements by structuring compensation packages in a manner that Lee Equity believes will align such persons’ interests with those of the Funds’ limited partners, and seeks to retain only Senior Advisors, EAB members, and service providers which it believes provide value generally consistent with market alternatives. However, there can be no assurance that no other service provider is more qualified to provide the applicable services at a lesser cost. A number of factors, including the particular relationship with a Senior Advisor or EAB member or other consultant and the nature of such provider’s services (which could be specialized or customized to meet the needs of Lee Equity, the Funds and/or their portfolio companies), will result in such provider’s fees, costs and expenses not being comparable to those charged for such services by third parties and, consequently, there could be limited or no cost savings from the retention of such provider. Any such provider’s fees, costs and expenses will be borne by the Funds either directly or indirectly (such as in the case where a portfolio company of one or more Funds receives and bears the costs of such services) and will reduce the actual returns to limited partners. Lee Equity retains its discretion to select Senior Advisors, EAB members and other similar professionals for any services to be provided to the Funds after weighing all factors that Lee Equity deems relevant, including price, quality of service and the ability of such provider to meet Lee Equity’s specific requirements, and Lee Equity will not have an obligation to evaluate alternative providers, to undertake a minimum amount of benchmarking, or to compare pricing for such provider’s services. If Lee Equity does choose, in its discretion, to undertake any benchmarking with respect to the services offered by a provider, there is no assurance that any such benchmarking will be accurate, comparable or relate specifically to the services, assets, geographies or comparable markets to which the provider’s services, rates or terms relate. See Item 5 & 6 above for additional information relating to Senior Advisors and other consultants. Diverse Membership. The investors in the Funds include, U.S. taxable and tax-exempt entities, and institutions from jurisdictions outside of the U.S. Such investors will have conflicting investment, tax, and other interests with respect to their investments in a Fund. The conflicting interests among the investors arise from, among other things, the nature of investments made by a Fund, the structuring of the acquisition, and the timing of the disposition of investments. As a consequence, conflicts of interest could arise in connection with decisions made by the adviser including with respect to the nature or structuring of investments, that could be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for a Fund, the adviser will consider the investment and tax objective of the applicable Fund, not the investment, tax, or other objectives of any individual investor. Alternative Liquidity Strategies. In recent years, a number of private equity funds have adopted alternative liquidity strategies, particularly in response to economic trends or challenges within their own portfolios. These strategies may involve, but are not limited to, restructuring a fund to provide full or partial liquidity to existing investors for one or more investments, while allowing the general partner to continue managing those investments through the existing or a new fund. Other strategies include establishing an additional

fund (i.e., an “annex fund”) to provide follow-on capital or slow the pace of investing or issuing preferred equity senior to the existing investors’ equity to provide additional capital to the fund or its portfolio investments. Lee Equity may find it necessary to pursue such alternative liquidity strategies during the term of the Fund. However, this could lead to potential conflicts of interest regarding the implementation of those strategies, requiring consents from the limited partners or the LP Advisory Committee. While Lee Equity will endeavor to make decisions in the best interest of a Fund, there can be no assurance that an alternative liquidity strategy will not be more advantageous to some limited partners compared to other limited partners or Lee Equity compared to any particular limited partner. Additionally, in the context of any consents required from the limited partners or the LP Advisory Committee to implement any such strategy, there is a risk that the limited partners or members of the LP Advisory Committee may have conflicting interests regarding such a strategy. Carried Interest of the General Partners. As discussed above in Item 6, the existence of the General Partners’ entitlement to carried interest under the terms of the Fund Documents may create an incentive for the General Partners or Lee Equity (which is an affiliate of the General Partners) to make riskier or more speculative investments on behalf of the Funds than they would otherwise make in the absence of such performance-based arrangement, although the General Partners’ commitment and clawback are intended to reduce this incentive. In addition, Section 1061 of the Code and recently finalized Treasury Regulations generally have increased the minimum holding period from one to three years in order for a U.S. taxpayer’s carried interest in respect of such investments to be taxed at rates applicable to long-term capital gain. The increase in the required holding period, or other laws (including non-U.S. tax laws) applicable to carried interest, may create an incentive for the General Partners to make different decisions regarding the timing and manner of making an investment and the realization of an investment than would be made if long-term capital gain from the sale or disposition of capital assets did not require a three-year holding period (as it relates to the General Partners’ receipt of carried interest). Notwithstanding the recent issuance of final Treasury Regulations, many aspects of Section 1061 of the Code as it relates to the treatment of carried interest income remain uncertain. Moreover, there are a number of recent legislative proposals that could further adversely affect the tax treatment of the General Partners’ carried interest. Depending on whether, how and when these legislative proposals are enacted into law, there may be incentives for the General Partners to alter the nature of investments made by a Fund and the timing and structure of acquisitions and dispositions in order to improve the tax positions of the General Partners with reference to its carried interest. The General Partners could be incentivized to continue to hold investments that have poor prospects for improvement in order for Lee Equity to receive ongoing management fees in the interim and, potentially, a larger carried interest distributions to the General Partners if such investment’s value appreciates in the future. This incentive could be increased by the presence of the clawback obligations of the General Partners, which could incentivize the General Partners to defer disposition of one or more investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to the applicable Fund or would otherwise result in a clawback. The General Partners are permitted to cause the Funds to distribute their share of certain securities in respect of their carried interest resulting from an investment disposition to the General Partners or their affiliates (and, in turn, to Lee Equity personnel) in-kind, while disposing of investors’ share of such securities and distributing the net cash proceeds of such sale of securities to the investors. This ability could create a misalignment of interest as between the General Partners and the investors. The General Partners are

particularly incentivized to receive distributions in-kind of securities in respect of its carried interest that it expects to increase in value, and in cases where the increase occurs, the investors will not receive the benefits of that increase. Any such distribution in-kind may also result in tax advantages or efficiencies for the General Partners and in turn for Lee Equity personnel that would not benefit the investors. However, any such misalignment of interest is partially mitigated by the General Partners’ entitlements to carried interest, which is determined based upon the investment results of investors. Furthermore, the General Partners, or their affiliates, may receive distributions in-kind from an investment disposition alongside the investors. In the event the General Partners, or their affiliates, receives such a distribution, the General Partners will generally act in their own interests with respect to its share of securities and may determine to sell the distributed securities (which may include selling its securities prior to the time at which a investor sells its distributed securities), or hold on to the distributed securities for such time as the General Partners shall determine. The ability of the General Partners to act in their own interests with respect to such distributed shares creates a potential lack of alignment between the General Partners and the investors. Allocation of Expenses. Lee Equity will have a conflict of interest in allocating certain expenses among its Clients. The allocation of expenses will inherently require judgment, and there can be no assurance that a particular Client will not bear a disproportionate share of expenses. Certain third-party costs may be incurred for the benefit of a Client, its portfolio companies, another Lee Equity Client and their respective portfolio companies, the applicable General Partner, Lee Equity, or any of their affiliates. Determining the parties’ allocable share of such costs, or otherwise allocating such costs and expenses, requires the judgment of Lee Equity, and there can be no assurance that a Client or its portfolio companies will not bear a disproportionate share of such costs. Lee Equity shall seek to treat all parties fairly in allocating costs and expenses based on the particular facts and circumstances but shall have sole discretion in making such allocation decisions. Post-Commitment Period Management Fee Calculations and Capitalized Costs. In accordance with the Funds’ limited partnership agreements, the Funds generally pay annual management fees based upon aggregate commitments during the commitment period (i.e., the period of time during which the applicable General Partner may draw upon the limited partners’ capital commitments to make new investments pursuant to and in accordance with the terms and conditions set forth in the Fund Documents of the relevant Fund), and, following the commitment period, based upon funded commitments with respect to investments that have not been realized or generally written down. Per the terms of the Fund Documents, “funded commitments” generally include a limited partner’s invested capital. In connection with the foregoing, following the commitment period, Lee Equity has broad discretion in determining which costs are capitalized to invested capital, and therefore broad discretion in determining the basis for calculating management fees. For instance, Lee Equity could include in the invested capital of a limited partner those capital contributions made by limited partners in respect of costs attributable to an applicable portfolio investment, including but not limited to expenses incurred in connection with identifying, structuring, negotiating, making, sourcing, researching, holding, monitoring, developing, owning, managing, financing, selling, restructuring, or otherwise disposing of a portfolio investment (including, but not limited to, legal, accounting, audit, consulting, appraisal, travel, lodging, transportation, meals, hedging, and other expenses); payments made to service providers, including affiliated service providers (meaning that management fees would be charged on capitalized costs that were paid to affiliates of Lee Equity) in connection with facilitating a portfolio investment; and the interest expenses associated with subscription facilities. Should Lee Equity capitalize such costs into invested capital, the management fee paid by limited partners will be higher than if Lee Equity determined not to capitalize such expenses. For the avoidance of doubt, Lee Equity does not expect changes in values of portfolio investments or portfolio companies, including write-downs and write-ups, to impact invested capital. Moreover, the General Partners do not treat dividend payments or recapitalizations,

including dividend recapitalizations, as reducing invested capital, and therefore none of write-downs, write-ups, dividend payments or recapitalizations will reduce the management fee paid by a Fund following the commitment period. This method of calculating management fees following the commitment period creates an incentive for Lee Equity to exercise its broad discretion in a manner that results in the highest management fee possible. In addition, this method of calculation also creates an incentive for Lee Equity to seek to draw down and deploy more capital (or more capital quickly) or to borrow more than it would otherwise, and to hold on to investments that have poor prospects for improvement in order to receive a potentially larger carried interest distribution and to receive ongoing management fees. Lee Equity will not be obligated to resolve such conflict in favor of the limited partners, but rather will resolve it based on the overall facts and circumstances relating to a particular event, asset and / or portfolio investment that it deems relevant in its discretion. For the avoidance of doubt, the General Partners’ determinations with respect to determining the management fee basis following the commitment period are not subject to investor (or advisory board) consent. Management Fee Offsets. As described above in Item 5 — “Fees and Compensation”, Lee Equity generally offsets all or a portion of Other Fees against the management fees otherwise payable to Lee Equity. The amount and manner of such reduction is set forth in the Fund Documents of the applicable Fund. For example, the Fund could establish arrangements in which portfolio companies pay Other Fees to Lee Equity on such terms as Lee Equity deems appropriate in its sole discretion. In many cases with respect to the implementation of such arrangements, there is not an independent third party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest could exist in the determination of any such fees and other terms in the applicable agreement with the portfolio company, which could be more favorable to Lee Equity than terms that would otherwise be available on an arm's-length market basis. There is also a risk that such fees will exceed available management fee offsets, resulting in an economic benefit to Lee Equity at the expense of the limited partners, or that Lee Equity will benefit from the accelerated timing of other fees relative to the timing on which management fees would otherwise be paid. For the avoidance of doubt, no limited partner shall, by reason of being a partner in any Fund, have any right to participate in any profits or income earned, derived by or accruing to Lee Equity or any of its affiliates from the conduct of any business, other than the business of such Fund to the extent provided in such Fund’s limited partnership agreement, or from any transaction in securities effected by Lee Equity or any of its affiliates for any account other than that of such Fund. Other Fees received by Lee Equity will be allocated in a manner determined by Lee Equity in its sole discretion among the Lee Equity accounts (including, if applicable, the Fund) and other investors investing in the portfolio company giving rise to the Other Fees. The management fee payable by the limited partners of a Fund will only be offset by that portion of the Other Fees that is allocable to such Fund, and not by any portion of the Other Fees that is allocable to any other Client or other investor (including, for the avoidance of doubt, any third-party co-investors or priority co-investors) or other Lee Equity account. Moreover, Other Fees in respect of "affiliated partners" or other investors that do not bear management fees or in respect of any other Client or other investor (including, for the avoidance of doubt, any third-party co-investors or priority co-investors) or other Lee Equity accounts that may invest alongside a Fund in any portfolio company (including any co-investment vehicle, if applicable) giving rise to such Other Fees will be retained by Lee Equity, and such Fund, and other investors will have no right to participate in the benefit of any such Other Fees so retained. In addition, Lee Equity may defer collection of Other Fees from one or more portfolio companies and may charge interest on such deferred amounts in its sole discretion, and such interest is permitted to be retained by Lee Equity and will not offset management fees. To the extent any significant investments are made alongside a Fund,

meaningful portions of any Other Fees paid by any portfolio company to Lee Equity will not be allocated to such Fund and will not offset the management fee paid by such Fund. Consequently, Lee Equity will be subject to potential conflicts of interests in determining which portion of an investment in the relevant portfolio company should be borne by co-investors. Allocation of Investment Opportunities. Typically, only one Fund is actively making investments at any given time and a successor Fund does not commence making investments until its predecessor Fund has ceased making new investments. To the extent that there is more than one Fund actively investing at any time, we will determine allocations to each Fund in accordance with its limited partnership agreement and on a basis that we believe is fair and equitable (taking into account a number of factors, including, without limitation, each Fund’s available commitments) in our sole discretion, and transaction costs will be shared proportionately. Otherwise, except as described below, investment opportunities generally are not required to be allocated among Clients. Typically, during a Fund’s investment period, any suitable and appropriate investment opportunity that is presented to the Fund’s General Partner (other than follow-on investment opportunities related to investments of a predecessor Fund,) will be offered solely to such Fund. We will maintain a record of those instances in which we allocate investment opportunities between or among Funds and the methodology of such allocation. Pursuant to the terms of each Fund’s limited partnership agreement, and subject to certain limitations, the General Partner of a Fund is generally permitted to, but not obligated to, co-invest with such Fund in its portfolio investments directly or indirectly to certain (i) limited partners of such Fund, (ii) third parties, (iii) employees of Lee Equity and (iv) other persons who can potentially add value to the Funds’ activities by virtue of their association with the Fund and/or certain portfolio companies. In determining to offer any co-investment opportunity in a specific portfolio investment, except with respect to co-investment opportunities offered pursuant to the last sentence of this paragraph, we will generally first determine, in our sole discretion, the appropriate allocation to the applicable Fund taking account of relevant circumstances before allocating any portion of such portfolio investment to one or more co-investors, unless we determine a particular co-investor may potentially add strategic value with respect to such portfolio investment or that offering such co-investment opportunity is otherwise in the best interests of the Fund. With respect to co-investments by certain of our employees, their family members and/or other persons who can potentially add value to the Funds’ activities by virtue of their association with the Fund and/or certain portfolio companies, and where appropriate, each Fund’s limited partnership agreement sets forth a maximum aggregate amount that is permitted to be co- invested by such persons in any single portfolio investment. Furthermore, decisions regarding co-investment opportunities will be made by Lee Equity or its related persons in consultation with other participants in the relevant transactions, such as a co-sponsor. Coinvestment opportunities typically will be offered to some and not to other Lee Equity investors. When and to the extent that employees and related persons of Lee Equity and its affiliates make capital investments in or alongside certain Funds (e.g., through Affiliated Funds), Lee Equity and its affiliates are subject to conflicting interests in connection with these investments. There can be no assurance that any Fund’s return from a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed.

Lee Equity’s allocation of investment opportunities among the persons and in the manner discussed herein will not result in proportional allocations among such persons, and such allocations may be more or less advantageous to some such persons relative to others. While Lee Equity will allocate investment opportunities in a manner that it believes is fair and equitable to its Clients, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, will be as favorable as they would be if the conflicts of interest did not exist. See Item 5 above regarding the allocation of common expenses among our Clients. From time to time, Lee Equity will be presented with investment opportunities which are suitable not only for a Fund, but also for other Funds and other investment vehicles operated by advisory affiliates of Lee Equity. In determining which investment vehicles should participate in such investment opportunities, Lee Equity and its affiliates are subject to conflicts of interest among the investors in such investment vehicles. Investments by more than one Client of Lee Equity in a portfolio company may also raise the risk of using assets of a Client of Lee Equity to support positions taken by other Client of Lee Equity. In certain cases, Lee Equity will have the opportunity to identify one or more secondary transferees of interests in a Fund. In such cases, Lee Equity will select such transferees based on suitability and other factors similar to those employed in selecting co-investors, and unless required by the relevant partnership agreement, will determine in its sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing Fund investors. Conflicts may arise when a Fund makes investments in conjunction with an investment being made by another Fund, or if it were to invest in the securities of a company in which another Fund has already made an investment. A Fund may not, for example, invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as other Funds. This may result in differences in price, terms, leverage, and associated costs. Further, there can be no assurance that the relevant Fund and the other Fund(s) or vehicle(s) with which it co-invests (or otherwise invests on a parallel basis) will exit such investment at the same time or on the same terms. Lee Equity and its affiliates may express inconsistent views of commonly held investments or of market conditions more generally. There can be no assurance that the return on one Fund’s investments will be the same as the returns obtained by other Funds participating in a given transaction. Given the nature of the relevant conflicts, there can be no assurance that any such conflict can be resolved in a manner that is beneficial to more than one Client. In that regard, actions may be taken for one or more Funds that adversely affect other Funds. Discounts. Occasionally, Lee Equity, its affiliates, current or former employees, members, Partners, business associates and persons selected by them will receive the benefit of “friends and family” and similar discounts from portfolio companies owned by the Funds under which such portfolio companies make their goods and/or services available at reduced rates. Principal Transactions. Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, and the clients. If an investment adviser or its affiliate proposes to purchase a security from, or sell security to, a client (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. Such transactions may arise in the context of re-balancing an investment among parallel

investing entities or where a portfolio company owned by one Fund is acquired by a portfolio company acquired by another Fund. Any such transactions raise potential conflicts of interest, including where the investment of one Fund supports the value of portfolio companies owned by another Fund. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. Any transactions between the Funds and accounts that are 25% or more owned by us or our employees have the potential to be considered principal transactions that trigger the restrictions imposed by Section 206(3). Any potential principal transaction would require the written pre-approval of the Chief Compliance Officer who would, among other things, seek to ensure strict compliance with all requirements imposed by Section 206(3) and compliance with each Fund’s limited partnership agreement, including obtaining any required limited partner advisory board approvals. Receipt of any such approval shall satisfy Lee Equity’s good faith requirement, and any other applicable duty to such Fund and its investors. Cross Transactions. In certain cases, Lee Equity will cause a Fund to purchase investments from another Fund, or it will cause a Fund to sell investments to another Fund. Such transactions create conflicts of interest by not exposing such buy and sell transactions to market forces. Potentially, the selling Fund may not receive the best price otherwise possible, or Lee Equity might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, Lee Equity, its affiliates and/or their professionals (i) may have significant investments, or intentions to invest, in the Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through other participations in the investment). Moreover, while any purchase or sale arrangements between a Fund and other Client could allow such Fund to acquire assets it would otherwise be unable to acquire or could allow such Fund to reduce its exposure to certain assets while continuing to be able to participate in additional transactions in the future, there is a risk that the value of the assets in the transaction could drop, with the result that such Fund will have a greater exposure to the asset than it would otherwise desire. There is also the risk of undervaluing or overvaluing an asset, with the potential that a Fund could pay too much for an asset it purchases or receive too little for an asset it sells. If an asset is undervalued or overvalued, the other Fund and/or other Client that are party to the transaction could benefit at the expense of such Fund. Lee Equity and its affiliates generally will receive management or other fees in connection with their management of the relevant Funds involved in such a transaction and generally will also be entitled to share in the investment profits of the relevant Funds, as well as receive transaction fees from the underlying portfolio companies involved in such transactions. To address conflicts arising from such purchases and sales, a Fund’s Documents generally will require approval from the Fund’s advisory board for certain transactions in which the Fund invests in an existing portfolio company from another Fund or sells an investment to another Fund. Receipt of any such approval shall satisfy Lee Equity’s good faith requirement and any other applicable duty to such Fund and its investors. In addition, any cross transaction requires the written preapproval of one of our Partners and the Chief Compliance Officer who would ensure that the transaction was at a demonstrably fair price, in each participating Fund’s best interests, and was made in accordance with each Fund’s limited partnership agreement (i.e., that any required limited partner advisory board approvals had been obtained).

Interest on Borrowings. From time to time, Lee Equity may borrow funds on behalf of a Fund and contribute such borrowed amounts to the relevant Fund as a special capital contribution for investment, to be redeemed at a later date. Interest in connection with such borrowing is borne by the relevant Fund as a Fund expense, consistent with the partnership agreement and the expense policy described under Item 5, “Fees and Compensation.” In borrowing on behalf of a Fund, Lee Equity is subject to conflicts of interest between repaying its obligations and retaining such borrowed amounts for the benefit of the Fund. Lee Equity will affect such borrowings in a manner it believes to be fair and equitable to the Fund, and consistent with Lee Equity’s obligations to the Fund and the partnership agreement. See “Leverage” above. Business with Portfolio Companies and Investors. Due to the collaborative nature of Lee Equity’s business and its portfolio companies, there are situations where Lee Equity recommends the services of one portfolio company to other portfolio companies. This can involve fees, commissions, or discounts benefiting Lee Equity, its affiliates, or a portfolio company. Such recommendations may create a conflict of interest, as Lee Equity aims to maintain goodwill with existing and prospective portfolio companies even if the recommended products or services are not necessarily the best available for the portfolio companies. The benefits for the portfolio company providing the service may exceed those for the Fund or other portfolio companies receiving the service. Lee Equity may also recommend products or services of certain investors or prospective investors in the Funds, certain third parties, or their related businesses to the Funds or their portfolio companies for use or purchase, despite those options not necessarily being the best available to the Funds or the portfolio companies. Portfolio companies controlled by a Fund may provide services to certain Fund investors. Lee Equity has an incentive to cause the portfolio company to favor those 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. Service Providers. Lee Equity and/or its affiliates engage certain service providers to support Lee Equity, the Funds, and the portfolio companies, particularly during the due diligence and acquisition process. These service providers may include investors in a Fund or affiliates of such investors and occasionally include, for example, investment or commercial bankers, outside legal counsel, pension consultants and/or other investors who provide services (including mezzanine and/or lending arrangements). The engagement of these service providers can occur simultaneously with an investor’s admission to a Fund, or during the term of the investment. This creates a conflict of interest, as Lee Equity may offer preferred terms, or co-investment opportunities to investors who also serve as service providers. Additionally, employees and former employees of Lee Equity or its affiliates, and/or their family members or relatives may have ownership, employment, or other interests in such service providers, which could influence Lee Equity’s selection of service providers for the Fund or portfolio company. Lee Equity will have a conflict of interest with the Funds in recommending the retention or continuation of a service provider to the Funds or a portfolio company if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in Funds or provides Lee Equity with valuable information about markets and industries or provides other services that are beneficial to Lee Equity. In rare instances, Lee Equity may select service providers that it believes will enhance portfolio

company performance. There is a possibility that Lee Equity, because of financial, business interest, or other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. While Lee Equity often does not have visibility or influence regarding advantageous service rates or arrangements, there will be situations in which Lee Equity receives more favorable service rates or arrangements than the Funds or their portfolio companies. Lee Equity or its affiliates and service providers often charge varying amounts or may have different fee arrangements for different types of services provided. For instance, fees for distinct types of work often depend on the complexity of the matter, the expertise required and the time demands of the service provider. As a result, to the extent the services required by Lee Equity or its affiliates differ from those required by the Funds and/or its portfolio companies, Lee Equity and its affiliates will pay different rates and fees than those paid by the Funds and/or its portfolio companies. While Lee Equity generally does not enter into any arrangement with service providers that offer rates or discounts lower than those available to a Fund or a portfolio company for comparable services, Lee Equity will not have an obligation to evaluate alternative providers, to undertake a minimum amount of benchmarking, or to compare pricing for such provider’s services. If Lee Equity does choose, in its discretion, to undertake any benchmarking with respect to the services offered by a provider, there is no assurance that any such benchmarking will be accurate, comparable or relate specifically to the services, assets, geographies or comparable markets to which the service provider’s services, rates or terms relate. Moreover, the compensation paid to affiliated service providers will generally not offset management fees payable to Lee Equity by the Funds. Lee Equity generally exercises its discretion in recommending the services of (i) Lee Equity or a related person of Lee Equity (which may include a portfolio company of such Fund), (ii) an entity with which Lee Equity or its affiliates or current or former members of their personnel has a relationship or from which Lee Equity or its affiliates or their personnel otherwise derives financial or other benefit or (iii) certain limited partners or their affiliates to a Fund or to a portfolio company. For example, Lee Equity may be presented with opportunities to receive financing and/or other services in connection with a Fund’s investments from certain limited partners or their affiliates that are engaged in lending or related business. This discretion subjects Lee Equity to conflicts of interest, because although Lee Equity selects service providers that it believes are aligned with its operational strategies and will enhance portfolio company performance, Lee Equity may have an incentive to recommend the related or other person (including a limited partner) because of its financial or other business interest. There is a possibility that Lee Equity, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. Whether or not Lee Equity has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. Certain Recommendations. Lee Equity and/or its affiliates may also employ personnel with pre-existing ownership interests in portfolio companies; conversely, current, or former personnel or executives of Lee Equity and/or its affiliates may serve in significant management roles at portfolio companies or service providers recommended by Lee Equity. Similarly, Lee Equity, its affiliates and/or personnel maintain relationships with (or may invest in) financial institutions, service providers and other market participants, including but not limited to, managers of private funds, banks, brokers, consultants, executives, accountants, institutional investors, family offices, lenders, current and former employees, and current and former portfolio company executives, as well as certain family members or close contacts of these persons. Certain

of these persons or entities will work with or offer services (sometimes at reduced rates) to Lee Equity, its affiliates, or the Fund or other investment vehicles they manage. Lee Equity will have a conflict of interest when recommending that a fund retain or continue using a third-party service provider, particularly if the recommendation is driven by the belief that the provider or its affiliates will continue investing in the Funds, share market insights, or offer other services beneficial to Lee Equity. In such cases, Lee Equity may prioritize maintaining good relationships with current or potential portfolio companies, even if the recommended products or services are not the best available for the Fund’s portfolio companies. Certain Fund Liabilities. Lee Equity generally structures Funds to avoid cross-guarantees and situations where one Fund is liable for another’s obligations. However, in certain circumstances lenders may require a Fund to face only select Fund entities, potentially making one Fund liable for other Funds’ obligations or creating joint and several liability. In each such case, Lee Equity intends to ensure that the other Funds enter into a back-to-back guarantee, indemnification, or similar reimbursement arrangement, though the primary Fund usually does not receive compensation for being primarily liable under these arrangements. Any of the situations discussed above subject Lee Equity and/or its affiliates to potential conflicts of interest. Lee Equity attempts to resolve such conflicts of interest in light of its obligations to investors in its Funds and the obligations owed by Lee Equity’s advisory affiliates to investors in investment vehicles managed by them, and attempts to allocate investment opportunities among a Fund, other Funds, and such investment vehicles in a fair and equitable manner, but in its sole discretion. To the extent that an investment or relationship raises conflicts of interest, Lee Equity will review the circumstances of such investment or relationship with a view to addressing and reducing the potential for conflict. Where necessary, Lee Equity consults and receives consent to conflicts from the limited partner advisory board of the relevant Fund(s) and such other investment vehicles.

The General Partners of certain Funds have filed for an exemption from registration as commodity pool operators in accordance with CFTC Rule 4.13(a)(3) and we have filed for an exemption from registration as a commodity trading advisor in accordance with CFTC Rule 4.14(a)(8).

Please also note that the Funds generally invest in the global financial services industry, which includes all financial institutions as well as their customers, suppliers, service providers and counterparties. As a result, the Funds (including the Affiliated Funds) may own investments in one or more of the following types of companies and businesses: (i) broker-dealer, municipal securities dealer, or government securities dealer or broker; (ii) investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund); (iii) other investment adviser or financial planner; (iv) futures commission merchant, commodity pool operator or commodity trading advisor; (v) banking or thrift institution; (vi) accountant or accounting firm; (vii) lawyer or law firm; (viii) insurance company or agency; (ix) pension consultant; (x) real estate broker or dealer; and (xi) sponsor or syndicator of limited partnerships. Also, the Funds may make investments in asset management businesses that offer investment products to clients. Lee Equity believes that these investments do not create a material conflict of interest with clients and do not result in a relationship or arrangement by Lee Equity or any of its management persons with any related person that is material to our advisory business or to our Clients.

The Code also sets forth personal trading policies applicable to certain employees and certain family members and affiliates (“covered persons”) that are designed to address actual or potential conflicts of interest (or appearances of conflicts with the Funds). Covered persons must not trade for themselves or recommend trading in the securities of a public company while in possession of material, nonpublic information concerning such company, or disclose such information to any person not entitled to receive it. In accordance with the Code, covered persons are not permitted to effect transactions individually in public companies that are portfolio investments of any of the Funds without the approval of the Chief Compliance Officer. The Code requires that covered persons report brokerage transactions to the Chief Compliance Officer. Transactions in certain financial products, including certain mutual fund shares, U.S. government securities and certain money market instruments are excluded from such reporting requirements. The Code also requires that covered persons seek pre-clearance with respect to investments in any private placement or initial public offering. These limitations and pre-clearance requirements do not apply to transactions in certain investments, including investments in accounts over which the covered person has no direct or indirect control.

Lee Equity, its affiliates, and equity holders, officers, principals and employees of Lee Equity and its affiliates may buy or sell securities or other instruments that Lee Equity has recommended to a Fund. In addition, officers, principals, and employees may buy securities in transactions offered to but rejected by a Fund. Such transactions are subject to any restrictions in the Fund’s Partnership Agreement and any policies and procedures set forth in Lee Equity’s Code of Ethics. The investment policies, fee arrangements and other circumstances of these investments generally vary from those of any Fund. Employees and related persons of Lee Equity have, and are expected to continue to have, capital investments in or alongside certain Funds, or in prospective portfolio companies directly or indirectly, and therefore may have additional conflicting interests in connection with these investments. A copy of our Code of Ethics will be provided to any Client or prospective client upon request.

Participation or Interest in Client Transactions As described in Items 5 and 6, we are generally entitled to receive management fees, and the General Partners of the Funds may also receive a carried interest from the Funds. The General Partners of the Funds also make capital commitments to the Funds. We may receive fees (which may be in the form of profit interests, options, or other equity incentive compensation) from the Funds’ portfolio companies for performing consulting and other services or for serving as directors (or similar positions) of such companies. Certain of the foregoing may represent a conflict of interest in our selection of portfolio investments for the Funds, which are discussed in Item 8 above.

If we determine to engage a broker, we will select the broker considering the range and quality of its brokerage services, its execution capability, commission rate, financial responsibility and responsiveness to us, and the value to us of research provided, if any. We do not receive soft dollar benefits or client referrals from broker-dealers in connection with client transactions.

In the event we do engage, and will make a cash payment to, any solicitor of clients, we will do so in accordance with Rule 206(4)-1 under the Advisers Act. If we engage a placement agent to solicit investors for our Funds, the Fund will bear the full costs of any compensation paid to such solicitors, subject to a 100% offset against the management fee of such Fund. Related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal, and entertainment expenses, typically are borne by the relevant Fund(s).

Current Clients and limited partners may also request information about the way in which we voted in connection with assets held by the Funds.