3I Corporation: investment adviser

It also provides investment supervisory services on a non-discretionary basis to affiliates of the Adviser who in turn manage investment funds focused on investing in middlemarket private equity investments. 3i North American Infrastructure Partners provides investment supervisory services to investment funds focused on investing in North American value-add, middle-market infrastructure opportunities (the “Infrastructure Funds” and together with the Private Equity Funds, the “Funds” or the “Clients”) directly on a discretionary basis. It also provides investment supervisory services on a non-discretionary basis to affiliates of the Adviser who in turn manage investment funds focused on investing in North American value-add, middlemarket infrastructure opportunities. The Funds are all are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”), and their securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Funds were organized to hold investments made or managed by the Adviser or an affiliate of the Adviser on behalf of (1) investment funds offered to unaffiliated investors and managed by the Adviser or an affiliate of the Adviser and/or (2) investment funds offered to certain employees of the Adviser or its affiliates. Affiliates of the Adviser may invest in a Fund or may invest in parallel with a Fund. The Private Equity Funds typically invest in the securities of private, “middle market” companies. The Infrastructure Funds typically invest in infrastructure and infrastructure-related middle market assets. The Adviser’s advisory services provided to the Funds consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of Clients, managing and monitoring the performance of such investments and disposing of such investments. The Adviser provides investment supervisory services to each Client in accordance with the applicable organizational document of such Client or a separate investment advisory agreement with either the Client or an affiliate of the Adviser who in turn manages the Fund (each an “Advisory Agreement”). Where the Adviser provides advisory services to its affiliates, this is typically to the UK investment manager in the 3i Group (“3i Investments plc”). 3i Investments plc is the investment manager of certain investment funds which are not clients of the Adviser, but which may make investments in the US. (Where those investment funds have been offered in the US, the Adviser treats them as Funds to the extent they make investments in the US in respect of which the Adviser provides advisory services to 3i Investments plc, and reports on them accordingly.) The Adviser’s advisory services provided to 3i Investments plc consist of investigating, identifying and evaluating investment opportunities, and providing advice and recommendations to 3i Investments plc on the making and structuring of investments and negotiating any such investments on behalf of 3i Investments plc which it approves, and thereafter managing and monitoring the performance of

such investments on behalf of 3i Investments plc. The Adviser provides investment advisory services to 3i Investments plc in accordance with an investment advisory agreement dated 19 June 2015, as amended, supplemented or replaced from time to time (the “3i Investments Advisory Agreement”). Investment advice is provided directly to Clients or an affiliate of the Adviser, subject to the supervision of the applicable general partner, and not individually to the investors in the Clients. Services are provided to Clients in accordance with their Advisory Agreements and/or organizational documents or to an affiliate of the Adviser in accordance with a relevant advisory agreement (and, in the case of 3i Investments plc, the 3i Investments Advisory Agreement). Investment restrictions for a Fund, if any, are generally established in its organizational or offering documents. The Adviser has been in business since February 2, 1982. As of 31 March 2026, the Adviser managed or advised in relation to a total of approximately $2,697,286,220, of which $2,141,568,325 is managed on a non-discretionary basis by 3i Corporation and $555,717,895 is managed on a discretionary basis by 3i North American Infrastructure Partners.

The Advisory Fees and other fees described below are generally subject to modification, waiver or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Client. The Clients’ fee structures may be modified from time to time. Fees may differ from one Client to another, as well as among investors in the same Client. The Adviser may provide investment management services to its employees and affiliates (and their employees) without compensation. Certain investors in the Clients that are employees, business associates and other “friends and family” of the Adviser, its affiliates or their personnel (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles) (collectively, “Adviser Investors”) will not typically pay Advisory Fees or Carried Interest in connection with their investment in a Client.

The Advisory Fees for the Clients generally are payable quarterly in advance. If an Advisory Agreement is terminated before the end of a billing period, the Adviser will refund a pro rata portion of the pre-paid Advisory Fee to the relevant Client. Other Fees and Expense Reimbursement In addition, the Adviser and its affiliates may perform management, advisory, transaction-related, financial advisory and other services (“Related Services”) for, and receive fees from, actual or prospective portfolio companies or other investment vehicles of Clients, including fees in connection with mergers, acquisitions, add-on acquisitions, re-financings, public offerings, sales and similar transactions. These fees may be substantial. Although these fees are in addition to the Advisory Fees paid by a Client, the Adviser (or one of its affiliates) may in some circumstances reduce the amount of its fees paid in connection with the receipt of such fees. For a discussion of material conflicts of interest created by the receipt of such fees and reimbursements, please see Item 11 below. The Adviser is also entitled to accept and retain the following fees for its own account with respect to certain of the Clients, which generally are credited against and reduce the Advisory Fees payable to the Adviser from such Clients (collectively “Other Fees”):

All arrangement fees, syndication fees and any other transaction fees received by the Adviser, agreed upon at the time of and directly referable to the making of an investment on behalf of a Client;

Any underwriting fees in respect of the commitment of a Client;

All agency fees, directors’ fees and benefits, monitoring fees and management fees received directly in connection with the holding of an investment by a Client;

Any fees or commissions of any description whatsoever received in connection with proposed transactions by a Client which do not proceed to completion (including breakup fees and litigation proceeds from transactions not consummated); and

All other fees received by the Adviser arising out of the management of the Clients, including, without limitation (i) corporate finance fees, and (ii) advisory fees.

Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies, prospective portfolio companies or investment vehicles (or rights thereto) or otherwise. The payment of Other Fees and reimbursements by portfolio companies and prospective portfolio companies will, in some, but not all, circumstances create a conflict of interest between the Adviser and its affiliates, and the Clients and their investors, because the amounts of these Other Fees and reimbursements are often substantial and the Clients and their investors generally do not have a direct interest in these fees and reimbursements. The Adviser determines the amount and timing of these Other Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or third-party co-investors in its transactions.

Although Other Fees are in addition to the Advisory Fees, the Adviser will in some circumstances reduce the amount of Advisory Fees paid by the applicable Client in connection with the receipt of such Other Fees in accordance with the Advisory Agreement and/or organizational documents of the applicable Client. Generally, under the terms of the applicable organizational documents, for purposes of calculating any Advisory Fee offset, Other Fees are net of out-of-pocket costs and expenses incurred by the Adviser in connection with consummated or unconsummated transactions or in connection with generating any such fees. To the extent an Other Fee relates to more than one Client participating (or expecting to participate) in an investment, the Other Fee is generally allocated among such Clients pro rata based on the capital commitments of such participating Clients (or for an unconsummated investment, the proposed commitments of the Clients), or on such other basis that the Adviser determines to be fair and reasonable in its sole discretion. In exercising such discretion, the Adviser may also take into account, among other things, the type of transaction (e.g., original acquisition or follow-on), the consideration involved in the transaction (cash or in-kind) and the value of the consideration. To the extent an Other Fee relates to a Client, co-investment vehicle or third-party investor that does not pay Advisory Fees or to capital committed by a Client investor that does not pay Advisory Fees, the portion of such Other Fee allocable to the non-fee paying party or investor will be retained by the Adviser, and such amounts will not offset any Advisory Fee paid to the Adviser. From time to time, the Adviser (in its sole discretion) may agree to pay a portion of an Other Fee received from an actual or prospective portfolio company to a third party, such as a consultant, advisor, finder, broker, co-investor and/or investment bank. The Adviser is not required to share the portion of the Other Fee paid to a third party with the Clients (or their investors) and, therefore, the portion of an Other Fee paid to such third party will not reduce the Advisory Fee. Expenses To the extent provided in the Advisory Agreements and the organizational documents of the Clients, the Adviser will pay out of Advisory Fees certain operating expenses and overheads of the Adviser, including remuneration and expenses paid to its employees, rent, utilities and other routine administrative expenses relating to the services and facilities provided by the Adviser to the Clients. Each of the Clients will bear all other expenses relating to it to the extent not borne by its portfolio companies or other parties, including legal, accounting, audit, investment banking, consulting, research, brokerage, finders’, custody, transfer, registration, advisory board, directors’ and officers’ insurance, interest, taxes and extraordinary expenses, such Client’s allocable share of expenses and fees generated in the course of evaluating and making investments which are not consummated and other similar fees and expenses, as well as any other fees or expenses incurred by the Adviser or such Client in connection with such Client’s operations that are not specifically set forth above as being paid by the Adviser. In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate the investment by investors to invest alongside the Client, may be formed in connection with the consummation of a transaction. Consistent with the organizational documents of a Client, in the event a co-investment vehicle is created to invest alongside a Client, certain expenses (including

those related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle, as well as expenses incurred in connection with making and holding an investment) are generally borne by the investors in such co-investment vehicle. In addition, a co-investment vehicle will also generally bear its pro rata portion of expenses incurred in connection with the making of an investment. If a proposed transaction is not consummated, no such co-investment vehicle generally will have been formed, and the full amount of any expenses relating to such proposed but not consummated transaction (“Dead Deal Costs”) would therefore be borne by the Client or Clients selected by the Adviser as proposed investors for such proposed transaction. Furthermore, if a proposed transaction is not consummated and a co-investment vehicle has been formed for the purpose of making an investment in such proposed transaction (or co-investors have otherwise committed to invest in the proposed transactions), some or all of the Dead Deal Costs may be borne solely by the Client or Clients selected by the Adviser as proposed investors for such proposed transaction, but not to the co-investment vehicle or other co-investor(s) to which the co-investment opportunity was offered. Similarly, co-investment vehicles (and coinvestors) are not typically allocated any share of break-up fees received in connection with such an unconsummated transaction. From time to time the Adviser will be required to decide whether certain fees, costs and expenses should be borne by the Adviser, a Client, a portfolio company, co-investors and/or a third party (each, an “Allocable Party”) and if so, how such fees costs and expenses should be allocated among the relevant Allocable Parties. Certain fees, costs and expenses may be the obligation of one particular Allocable Party and may be borne by such Allocable Party, or fees, costs and expenses may be allocated among multiple Allocable Parties. The Adviser allocates fees, costs and expenses in accordance with a Client’s organizational documents. To the extent not addressed in the organizational documents of a Client, the Adviser will make allocation determinations among Allocable Parties in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation (such methodologies employed by the Adviser may include pro rata allocation based on the respective capital commitments of a Client, pro rata allocation based on the respective investment (or anticipated investment) of an Allocable Party in an investment, relative benefit received by an Allocable Party, or such other equitable method as determined by the Adviser in its sole discretion). The Adviser will make any corrective allocations and take any mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable to ensure allocations are in compliance with the foregoing. Notwithstanding the foregoing, the portion of an expense allocated to a Client for a particular service may not reflect the relative benefit derived by such Client from that service in any particular instance and a Client will bear more or less of a particular expense based on the methodology used. Brokerage Fees Although the Adviser does not generally utilize the services of broker-dealers to effect portfolio transactions for Clients, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Client, such Client will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.

Generally, and except as may be otherwise set forth in the organizational documents of the Clients, this conflict is mitigated, at least in part, by (i) certain limitations on the ability of the Adviser to establish new investment funds, (ii) contractual provisions requiring certain Clients to purchase and sell investments contemporaneously and/or (iii) contractual provisions and procedures setting forth investment allocation requirements. See also Item 11 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by the Adviser.

In determining which companies to invest in, 3i Corporation typically evaluates the profits of target businesses across North America, whether a company’s profit is driven by underlying growth or use of leverage, market coverage, and whether 3i Corporation can have an impact on the business and be active in a company at the Board level and with key shareholders and management. 3i North American Infrastructure Partners’ investment strategy with respect to the Infrastructure Funds is to focus on investing in North American value-add, middle-market infrastructure opportunities. The Infrastructure Funds will pursue projects and businesses with core-like attributes, for instance those with a strong foundation of stable and predictable earnings that also

present compelling upside potential. To execute the Infrastructure Funds’ investment strategy, 3i North American Infrastructure Partners relies on a systematic and thorough investment process to select and monitor investments, typically including the following steps: (i) sourcing by seeking preferential access, (ii) early stage review and screening for value, (iii) investment committee review, (iv) investment committee approval and (v) execution of the investment (including deal structuring and diligence). Where the Adviser is providing advisory services to 3i Investments plc, this will broadly involve providing advice and recommendations to 3i Investments plc in relation to investments made or proposed to be made in the US by investment funds for which 3i Investments plc is the investment manager (see Item 4 above). Risks Investing in securities involves a substantial degree of risk. A Fund may lose all or a substantial portion of the amount it has invested, and investors in the Clients must be prepared to bear the risk of a complete loss of their investments. In addition, material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Clients, include the following: The Clients may invest in companies (“Portfolio Companies”) with leveraged capital structures. Such leveraged capital structures can increase a Portfolio Company’s exposure to adverse economic factors, such as rising interest rates, downturns in the economy or deterioration in the condition of the Portfolio Company or its industry. Since a Client may be a minority investor in its Portfolio Companies, it may not be in a position to protect its interests effectively, particularly if the management teams of such Portfolio Companies pursue objectives which are inconsistent with those of the Clients. As a result, the Clients’ ability to make and/or control exits from Portfolio Companies may be restricted and may, in certain circumstances, be forced. In taking minority positions in Portfolio Companies, the Clients will co-invest alongside third parties, including employees and affiliates of the Adviser and their employees, and such third parties may have economic or business interests or goals which are inconsistent with those of Clients, or may be in a position to take action contrary to the investment objectives of the Clients. Clients will typically invest their assets in a limited number of investments and thus investors will bear the risk of a concentrated portfolio. Investments of the Clients may be in various currencies and therefore their value may vary with the relevant exchange rates. Investing in private equity and infrastructure assets may be subject to a variety of risks, not all of which can be foreseen or quantified, including operating, economic, environmental, commercial, currency, legal, regulatory, political, and financial risks.

Investments in infrastructure assets are subject to certain risks in general, including: the burdens of ownership of infrastructure; local, national, and international economic conditions; the supply and demand for services from and access to infrastructure; the financial condition of users and suppliers of infrastructure assets; changes in interest rates and the availability of funds which may render the purchase, sale, or refinancing of infrastructure assets difficult or impracticable; changes in laws, including environmental law, and regulations, and planning laws and other governmental rules; environmental claims arising in respect of infrastructure acquired with undisclosed or unknown environmental problems or as to which inadequate reserves have been established; changes in energy prices; changes in fiscal and monetary policies; negative developments in the economy that depress travel; uninsured casualties; under-insured or uninsurable losses, such as force majeure events and terrorist acts. Clients’ investments may include acquisition of direct or indirect interests in undeveloped land or underdeveloped infrastructure assets (which may often be non-income producing), infrastructure developments or redevelopments, and/or businesses that engage in infrastructure development or redevelopment. To the extent that a Client invests in such assets or activities, it will be subject to the risks normally associated with such assets and development activities, including the possibility of development cost overruns and delays due to various factors (including inclement weather, labor or material shortages, the unavailability of construction and permanent financing, delays in obtaining suitable equipment supply, operating and off-take contracts, and timely receipt of zoning, environmental, and other regulatory approvals), the availability of both construction and permanent financing on favorable terms, and market or site deterioration after acquisition. Any unanticipated delays or expenses could have an adverse effect on the results of operations and financial condition of the Client. Infrastructure assets under development or infrastructure assets acquired for development may receive little or no cash flow from the date of acquisition through the date of completion of development and may continue to experience operating deficits after the date of completion. In addition, market conditions may change during the course of development that make such development less attractive than at the time it was commenced. Investments in infrastructure are subject to the risks of partial or total condemnation in accordance with applicable law or regulation and casualty, whether arising from destruction by fire, earthquake, flood, hurricane, or otherwise. In either case, the Clients’ investments (depending on such investments’ status as lender, borrower, or equity owner) may be subject to one or more of the following liabilities: (i) lenders may require prepayments of outstanding loans with any proceeds arising from a casualty or condemnation recovery event (i.e., insurance coverage), (ii) insurance coverage may not be sufficient to cover renewal of an investment, (iii) renovations or developments with respect to an investment may be delayed, (iv) significant downtime resulting in lost revenues, (v) injury or loss of life, as well as litigation related thereto, and (vi) a seller may bear the risk of loss for such casualty or condemnation in connection with the disposition of an investment through the date of disposition. Investments in the infrastructure sector may be subject to a variety of additional risks, not all of which can be foreseen or quantified. Such risks may include, but are not limited to: (i) the risk that

the technology employed in an infrastructure asset will not be effective or efficient, (ii) risks of equipment failures, fuel interruptions, loss of sale and supply contracts, decreases or escalations in power contract or fuel contract prices, bankruptcy of key customers or suppliers, and tort liability in excess of insurance coverage, (iii) the risk of changes in values of assets in the infrastructure sector whose operations are affected by changes in prices and supplies of energy fuels (including due to changes in international politics, energy conservation, the success of exploration projects, the tax and other regulatory policies of various governments, and the economic growth of countries that are large consumers of energy, as well as other factors), (iv) the risks associated with the employment of personnel and unionized labor, and (v) the risk that due to political pressure, governments may decide not to pursue asset sales or privatization transactions. The occurrence of events related to the foregoing may have a material adverse effect on the Clients and its portfolio investments. Item 9. Disciplinary Information

Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser’s Chief Compliance Officer as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics.

A copy of the Code of Ethics is available to any client or prospective client upon written request to: Richard Relyea, Director & Treasurer, 3i Corporation, One Grand Central Place, 60 E 42nd Street, Suite 4100, New York, NY 10165. Participation or Interest in Client Transactions Certain employees and affiliates of the Adviser and their employees may invest in or alongside Clients. A Client or its General Partner, as applicable, may reduce all or a portion of the Advisory Fee related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Conflicts of Interest The Adviser’s affiliates have their own large portfolio of investments in quoted and unquoted companies and the Adviser and its affiliates engage in a broad range of investment, investment management and other activities for themselves, other funds and other third party investors. In particular, in relation to the Funds, the Adviser has two distinct roles, namely as manager of the investments of the Adviser and its affiliates in the Funds’ portfolios of investments (which may be made in parallel to the Funds instead of (and/or in addition to) by investing in the Funds) and serving as Adviser to the Funds, although investing side-by-side has the advantage of generally aligning the Adviser’s interests with those of the Funds. Resolution of Conflicts In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made in the Adviser’s sole discretion unless otherwise required by the terms of its agreements with Clients or their offering and/or organizational documents. In resolving conflicts, the Adviser may consider various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer term courses of dealing. Because in some cases the Client of the Adviser may be a special purpose vehicle owned by a fund advised by an affiliate of the Adviser, the various conflicts which may arise in connection with the investment of fund assets may be conflicts for affiliates of the Adviser as well and may be resolved by such affiliates and not the Adviser. References to the Adviser therefore include its affiliates as well. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: (1)

A Client will not make an investment unless the Adviser believes that such investment is an appropriate investment considered solely from the viewpoint of such Client;

(2)

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the relevant offering and/or organizational documents for the Clients.

(3)

Generally, each Client establishes an advisory committee, consisting of representatives of investors not affiliated with the Adviser. The advisory committees meet as required to consult with the Adviser as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith discretion;

(4)

Where the Adviser deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker or other third party to opine as to the fairness of a purchase or sale price;

(5)

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

(6)

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

While the Adviser endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. Conflicts The material conflicts of interest encountered by a Client include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Client. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. Allocation of Investment Opportunities Among Clients In connection with its investment activities, the Adviser may encounter situations in which it must determine how to allocate investment opportunities among one or more Clients and other persons, which may include, but are not limited to, the following:

The clients and funds advised by the Adviser’s affiliates, which may include funds organized as parallel investment entities (including investment vehicles established for the Adviser and/or its related persons and their employees), that have been formed to invest side-by-side with one or more of the Funds; and

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

In recognition of its fiduciary duties, it is the policy of the Adviser to treat the Clients fairly and equitably in the allocation of investment opportunities and transactions more generally to the extent the investment allocation requirements of a Fund permit the Adviser to use its discretion to allocate a specific investment opportunity. The Adviser has adopted written policies and procedures relating to the allocation of investment opportunities, and will make allocation determinations consistently therewith.

The Clients are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”). Investment Allocation Requirements may be set forth in the instrument under which a Client was established, or in side letters. To the extent the Investment Allocation Requirements of a Client do not include specific allocation procedures and/or allow the Adviser discretion in making allocation decisions among Clients, the Adviser will follow the process set forth below. The Adviser must first determine which Clients will participate in an investment opportunity. The Adviser assesses whether an investment opportunity is appropriate for a particular Fund, based on the Clients’ investment objectives, strategies and structure. A Client’s investment objectives, strategies and structure typically are reflected in the Fund’s offering memoranda and organizational documents or in other applicable agreements. Prior to making any allocation to a Client of an investment opportunity, the Adviser determines what additional factors may restrict or limit the offering of an investment opportunity to the Client. Possible restrictions include, but are not limited to:

Obligation to Offer: The Adviser or an affiliate may be required to offer an investment opportunity to one or more Clients (in accordance with that Client’s documents).

Related or Further Investments: The Adviser or an affiliate may offer an investment opportunity related to an investment previously made by a Client to such Client to the exclusion of, or limiting the offer to, other Clients.

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

The Adviser may allocate or agree to the allocation of investments and investment opportunities (notwithstanding that a particular investment opportunity falls within the investment policy of a Client and regardless of whether the Client already has an investment in the relevant entity or otherwise) as among the Clients and related persons of the Adviser, any other private investment vehicles managed by the Adviser or its related persons and any other existing or future clients of the Adviser or its related persons in such manner as the Adviser may determine in its discretion. In allocating such investment opportunities, the Adviser may consider some or all of a wide range of factors, which may include, but are not necessarily limited to, the following:

Each Client’s investment objectives and investment focus;

Transaction sourcing (and with respect to an investment opportunity originated by a third party, the relationship of a particular Client to or with such third party);

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

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

Lender covenants and other limitations;

Any “ramp-up” period of a newly established Client;

Amount of capital available for investment by each Client as well as such Client’s projected future capacity for investment (including whether a Client is able to invest all capital required to consummate a particular investment opportunity);

The size, liquidity and duration of the investment;

Each Client’s targeted rate of return;

Stage of development of the prospective Portfolio Company or other investment and anticipated holding period of the Portfolio Company;

Composition of each Client’s portfolio and each Client’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics);

The suitability as a follow-on investment for a current Portfolio Company of a Client or to upsize an existing investment;

The use of leverage in the proposed capital structure;

The availability of other suitable investments for each Client;

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

Risk considerations;

Cash flow considerations;

The centrality of an investment to a Client’s strategy;

Asset class restrictions;

The seniority of an investment and other capital structuring criteria;

Industry and other allocation targets;

Minimum and maximum investment size requirements;

Tax and accounting implications;

Legal, contractual or regulatory constraints;

The suitability of the investment for investment by an affiliate of the Adviser; and

Any other relevant limitations imposed by or conditions set forth in the applicable offering and organizational documents of each Client.

The application of the Investment Allocation Requirements and factors set forth above will often result in allocation on a non-pro rata basis and there can be no assurance that a Client will participate in all investment opportunities that fall within its investment objectives. The Adviser makes allocation determinations based solely on the Adviser’s expectations at the time such investments are made, however investments and their characteristics may change and there can be

no assurance that an investment may prove to have been more suitable for another Client in hindsight. In exercising its discretion to allocate investment opportunities, the Adviser may be faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among Clients with differing fee, expense and compensation structures, the Adviser may have an incentive to allocate investment opportunities to Clients from which the Adviser or its related persons may derive, directly or indirectly, a higher fee, compensation or other benefit. However, the Adviser currently has a policy that states that it will not allocate investment opportunities based, in whole or in part, on the fees paid by any Client, the profitability of any Client relative to others or any person’s interest in a particular offering or participation in co-investment opportunities outside of any Client. The Adviser’s exercise of its discretion in allocating investment opportunities may not, and often will not, result in proportional allocations among all parties, and such allocations may be more or less advantageous to some parties relative to others. There can be no assurance that a Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the conflicts of interest to which the Adviser may be subject, discussed herein, did not exist. In addition, principal executive officers and other personnel of the Adviser and its related persons invest indirectly in the Clients or alongside them and may therefore participate in investments held by the relevant Clients. Such interests will vary Client by Client. The existence of these varying circumstances may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Client. The Adviser will seek to make all allocations of investment opportunities in a fair and equitable manner. Further, the Adviser will not allocate investment opportunities based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any Client, (ii) the profitability of any Client or (iii) any person’s interest in offering or participating in co-investment opportunities outside of any Client. The allocation among Clients and other parties, including affiliates of the Adviser, of expenses and fees generated in the course of evaluating and making investments which are not consummated, such as out-of-pocket fees associated with due diligence, attorney fees and the fees of other professionals, will be determined by the Adviser and its affiliates in their discretion, consistent with the organizational documents of the Funds, as applicable (please see Item 5 above for more detail). Allocation of Co-Investment Opportunities and Secondary Transactions The Adviser will determine if the amount of an investment opportunity exceeds the amount the Adviser determines would be appropriate for the Funds (after taking into account any portion of the opportunity allocated by contract to certain participants in the applicable deal, such as cosponsors, consultants and advisers to the Adviser and/or the Funds or management teams of the applicable Portfolio Company, certain strategic investors and other investors whose allocation is

determined by the Adviser to be in the best interest of the applicable Fund), and any such excess may be offered to one or more co-investors pursuant to the procedures included in such Funds’ organizational documents or, to the extent not addressed in such Funds’ organizational documents, in accordance with the following paragraphs. There may be circumstances where the Adviser determines, for strategic or other reasons, the amount that could have otherwise been invested by a particular Fund is instead allocated to one or more co-investors. In addition, co-investment vehicles may be formed to make investments alongside a Fund. In such cases, the co-investment vehicle will have a priority right to make co-investments in some or all of the investments made by such Fund. The existence of such a priority right will significantly reduce or eliminate co-investment opportunities available to the investors. Subject to any Investment Allocation Requirements or other specific agreements with an investor, in general, (i) no investor in a Fund has a right to participate in any co-investment opportunity and investing in a Fund does not give an investor any rights, entitlements or priority to co-investment opportunities, (ii) decisions regarding whether and to whom to offer co-investment opportunities, as well as the applicable terms on which a co-investment is made, are made in the sole discretion of the Adviser or its related persons or other participants in the applicable transactions, such as cosponsors, (iii) co-investment opportunities may, and typically will, be offered to some and not other investors in the Funds, in the sole discretion of the Adviser or its related persons, and (iv) certain persons other than one or more investors in the Funds (e.g., other Funds managed by the Adviser, consultants, joint venture partners, Adviser Investors, persons associated with a Portfolio Company and other third parties, including persons who the Adviser believes will provide a benefit to a Fund and/or one or more Portfolio Companies or who provide a strategic sourcing or similar benefit to the Adviser, a Fund, and/or a Portfolio Company and one or more of their respective affiliates, due to industry or regulatory expertise or otherwise) will, from time to time be offered co-investment opportunities, in the sole discretion of the Adviser or its related persons, and (v) coinvestors may purchase their interests in a Portfolio Company at the same time as the Funds or may purchase their interests from the applicable Funds after such Funds have consummated their investment in the Portfolio Company (also known as a post-closing sell down or transfer). Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). Additionally, non-binding acknowledgements of interest in co-investment opportunities are not Investment Allocation Requirements and do not require the Adviser to notify the recipients of such acknowledgements if there is a co-investment opportunity. However, the Adviser from time to time agrees to give particular investors, Funds, or other third parties priority access to co-investment opportunities. The existence of such priority or other contractual coinvestment access rights could affect the Adviser’s decision to offer certain opportunities for coinvestment and could limit the ability of Funds or their investors to be offered certain coinvestment opportunities. In exercising its discretion to allocate co-investment opportunities among Clients and other persons (including co-investment vehicles and third parties), the Adviser and its related persons may consider some or all of a wide range of factors, which may include, but are not limited to, its own interests and/or one or more of the following:

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

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

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

The character and nature of the co-investment opportunity (including the potential coinvestment amount, structure, geographic location, tax characteristics and relevant industry);

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

The ability of a potential co-investment party to aid in operating or monitoring a Portfolio Company or the possession of certain expertise by a potential co-investment party and the potential co-investment party’s relationship with the management team of the potential Portfolio Company and whether the potential co-investment party has any existing positions in the Portfolio Company;

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

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

Any interests a potential co-investment party has in any competitors of the Portfolio Company;

The Adviser’s perception of whether the investment opportunity may subject the potential co-investment party to legal, regulatory, competitive, confidentiality, reporting, public

relations, media or other burdens that make it less likely that the other account or person would act upon the investment opportunity if offered;

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

The Adviser’s evaluation of whether the profile or characteristics of the potential coinvestment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of the Funds to take advantage of such opportunity (for example, if the potential co-investment party is involved in the same industry as a target company in which a Client wishes to invest, or if the identity of the potential co-investment party, or the jurisdiction in which the potential co-investment party is based, may affect the likelihood of a Client being able to capitalize on a potential investment opportunity);

Whether the potential co-investment party will make commitments to invest in other Clients (including concurrently with the applicable co-investment); and

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

The factors above are not listed in order of importance or priority and the Adviser is not required to, and does not, consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. The Adviser’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among the persons, including the Funds, potential co-investors, Adviser Investors and third parties, and in the manner discussed above, often will not result in proportional allocations among such persons, and such allocations often will be more or less advantageous to some such persons relative to other such persons. For example, the Adviser may be incentivized to offer a co-investment opportunity to certain persons over others based on its economic arrangement with such persons (including, for example, whether the Adviser and/or its affiliates are entitled, under arrangements made with certain potential coinvestment parties, to additional Advisory Fees and/or Carried Interest based on the availability of co-investment opportunities offered to such parties). In the event the Adviser determines to offer an investment opportunity to co-investors, there can be no assurance that the Adviser will be successful in offering a co-investment opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for the Fund or that expenses incurred by the Fund with respect to the syndication of the co-investment will not be substantial, and the Funds bear the risk that any or all excess portion of an investment is not sold or is sold on unattractive terms. Further, it is

possible that a potential co-investment party may experience financial, legal or regulatory difficulties and may, from time to time, have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Fund and as a result, may take a different view from the Adviser as to appropriate strategy for an investment or may be in a position to take a contrary action to a Fund’s investment objective. In the event that the Adviser is not successful in offering a co-investment opportunity to potential co-investors, in whole or in part, the Fund may consequently hold a greater concentration and have more exposure in the related investment opportunity than was initially intended and would bear the entire portion of any fees, costs and expenses related to such investment, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. An investment that is not syndicated to co-investors as originally anticipated could significantly reduce a Fund’s overall investment returns. Therefore, it is possible that a Fund that overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. In addition, to the extent the Adviser has discretion over a secondary transfer of interests in a Fund pursuant to such Fund’s organizational documents, the Adviser may consider the factors listed above in exercising such discretion. Conflicts Related to Purchases and Sales Conflicts may arise when a Client makes investments in conjunction with an investment being made by other Clients, the Adviser or its affiliates or a client of an Adviser affiliate, or in a transaction in which another Client, the Adviser or its affiliates or client of an Adviser affiliate has already made an investment. Investment opportunities may be appropriate for Clients, the Adviser or its affiliates and/or clients of an Adviser affiliate at the same, different or overlapping levels of a Portfolio Company’s capital structure. Conflicts may arise in determining the terms of investments, particularly when these clients may invest in different types of securities in a single Portfolio Company. Questions may arise as to whether payment obligations and covenants should be enforced, modified or waived, whether payments should be accelerated, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring may raise conflicts of interest, particularly in Clients, the Adviser or its affiliates or clients of an Adviser affiliate that have invested in different securities within the same Portfolio Company. Certain clients of the Adviser and its affiliates may invest in bank debt and securities of companies in which other clients hold securities, including equity securities. In the event that such investments are made by a Client, the Adviser or its affiliates or clients of an Adviser affiliate, the interests of such Client may be in conflict with the interest of such other Client or client of an Adviser affiliate, particularly in circumstances in which the underlying company is facing financial distress. The involvement of such persons at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, the Clients or clients of an Adviser affiliate may be prohibited from exercising voting or other rights, and may be subject to claims by other creditors with respect to the subordination of their interest. If additional capital is necessary as a result of financial or other difficulties of a Portfolio Company, or to finance growth or other opportunities, the Clients may or may not provide such additional capital, and, if provided, each Client will supply such additional capital in such amounts, if any, as determined by the Adviser. In the event

one Client is unable to fund its share of additional capital (e.g., in the event such Client does not have sufficient available capital), the other Client may be obligated to fund more than its share of such amount. In such event, one Client will gain greater exposure to such investment than may have been intended and the other Client will be diluted in such investment. The returns of each Client may be negatively impacted as a result of the foregoing. In addition, a conflict may arise in allocating an investment opportunity if the potential investment target could be acquired by either a Client or a Portfolio Company of another Client. Investments by the Adviser or an affiliate of the Adviser or its affiliates in a Portfolio Company may also raise the risk of using assets of a client of the Adviser or its affiliates to support positions taken by the Adviser or its affiliates or by other clients of the Adviser or its affiliates. Employees and related persons of the Adviser and its affiliates have made or may make capital investments in or alongside certain Clients or clients of the Adviser’s affiliates, and therefore may have additional conflicting interests in connection with these investments. There may be differences in timing of entry into, or exit from, a Portfolio Company for reasons such as differences in strategy, existing portfolio or liquidity needs. In addition, where more than one Client of the Adviser (or its affiliates) invests in the same Portfolio Company, there can be no assurance that such parties will dispose of investments at the same time or on the same terms. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, each Client may realize different returns as compared to the same investment held by another Client. These variations in timing may be detrimental to a Client. A Client may invest in opportunities that the Adviser, its affiliates or other Clients or clients of the Adviser’s affiliate have declined, and likewise, a Client may decline to invest in opportunities in which other Clients, the Adviser or its affiliates or clients of the Adviser’s affiliates have invested. Cross-Transactions In certain cases, the Adviser may cause a Client to purchase investments from another Client, or it may cause a Client to sell investments to another Client. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Client may not receive the best price otherwise possible, or the Adviser might have an incentive to improve the performance of one Client by selling underperforming assets to another Client in order, for example, to earn fees. Additionally, in connection with such transactions, the Adviser, its affiliates and/or their professionals (i) may have significant investments, or intentions to invest, in the Client that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). The Adviser and its affiliates may receive management or other fees in connection with their management of the relevant Clients involved in such a transaction, and may also be entitled to share in the investment profits of the relevant Clients. To address these conflicts of interest, in connection with effecting such transactions, the Adviser will follow the Investment Allocation Requirements of the relevant Clients. To the extent such matters are not addressed in the Investment Allocation Requirements, the Adviser will (i) determine whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s length transaction with a third party and (ii) obtain any required approvals of the transaction’s terms and conditions. The Adviser will not directly or indirectly receive any commission or other transaction-based compensation for effecting any such transaction, and the Adviser will not effect

any such transaction for any Client if the Adviser may be deemed to own more than 25% of the Client, unless such transaction complies with the requirements of the Adviser’s principal transactions policy, as described below. Principal Transactions Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the Client’s consent to the transaction. In connection with the Adviser’s management of the Clients, the Adviser and its affiliates may engage in principal transactions. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the applicable Clients regarding any proposed principal transactions and that any required prior consent to the transaction be received. Management of Clients The Adviser manages a number of Clients that may have investment objectives similar to each other. The Adviser may in the future establish one or more additional investment funds with investment objectives substantially similar to, or different (and potentially conflicting) from, those of the current Funds. Allocation of available investment opportunities between the Clients and any such investment fund could give rise to conflicts of interest, as could allocation of investment opportunities among client funds, and the Adviser and its affiliates. See “Allocation of Investment Opportunities Among Clients and Allocation of Co-Investment Opportunities and Secondary Transactions” above. The Adviser may give advice or take actions with respect to the investments of one or more Client that may not be given or taken with respect to other Clients with similar investment programs, objectives or strategies. As a result, Clients with similar strategies will not hold the same securities or achieve the same performance. In addition, a Client generally may not be able to invest through the same investment vehicles, or have access to similar credit or utilize similar investment strategies as another Client. These differences will result in variations with respect to price, leverage and associated costs of a particular investment opportunity. In addition, it is expected that employees of the Adviser responsible for managing a particular Client will have responsibilities with respect to other Clients managed by the Adviser, including Clients that may be raised in the future. Conflicts of interest may arise in allocating time, services or functions of these officers and employees. Adviser Personnel have an incentive to allocate more time, services or functions to Clients from which such personnel derive a higher economic benefit and/or better-performing Clients. The Adviser may consider and reject an investment opportunity on behalf of one Client, and the Adviser or an affiliate of the Adviser may subsequently determine to have another Client or fund of the Adviser’s affiliate make an investment in the same company. A conflict of interest arises because one Client will, in such circumstances, benefit from the initial evaluation, investigation

and due diligence undertaken by the Adviser on behalf of the original Client considering the investment. In such circumstances, the benefitting Client or Clients will not be required to reimburse the original Client for expenses incurred in connection with researching such investment. In addition, the Adviser receives and generates various kinds of Portfolio Company data and other information, including related to financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors and other metrics, some of which is sometimes referred to as “big data.” This information may, in certain instances, include material non-public information received or generated in connection with efforts on behalf of one Client’s investment (or prospective investment) in a Portfolio Company. As a result, the Adviser is better able to anticipate macroeconomic and other trends and financial opportunities, enhance and improve operations of Portfolio Companies and otherwise develop investment strategies. The Adviser also intends to utilize such data for purposes of identifying new investments opportunities for the Clients. Information from a Portfolio Company owned by a Client may enable the Adviser to better understand a particular industry and develop and execute investment strategies in reliance on that understanding for the Adviser and other Clients that do not own an interest in such Portfolio Company, without compensation or benefit to such Client or its Portfolio Companies. Portfolio Companies may incur incremental expenses in collecting and organizing information requested or required to be furnished to the Adviser (which expenses are indirectly borne by the Clients). The Adviser has already used and is likely in the future in certain instances to use this information in a manner that may provide a material benefit to the Adviser, its affiliates, or to certain other Clients without compensating or otherwise benefitting the Client or Clients from whose Portfolio Companies such information was or will be obtained. In addition, the Adviser may have an incentive to pursue investments in Portfolio Companies based on the data and information expected to be received or generated. Furthermore, except for (a) contractual obligations to third parties to maintain confidentiality of certain information, (b) policies, practices and procedures designed to ensure confidentiality of confidential information and trade secrets and (c) compliance with applicable data privacy laws, laws prohibiting insider trading, anti-competition laws and laws protecting national security interests, the Adviser is generally free to use data and information from a Client’s activities in its sole discretion for the benefit of the Adviser and other Clients. The sharing and use of “big data” and other information present potential conflicts of interest and any benefits received by the Adviser or its personnel will not be subject to the Advisory Fee offset provisions or otherwise shared with a Client or its investors. Follow-on Investments Investments to finance follow-on acquisitions may present conflicts of interest, including determination of the equity component and other terms of the new financing as well as the allocation of the investment opportunities in the case of follow-on acquisitions by one Client in a Portfolio Company in which another Client or the Adviser or its affiliates has previously invested. In addition, a Client may participate in releveraging and recapitalization transactions involving Portfolio Companies in which another Client or the Adviser or its affiliates has already invested or will invest. Conflicts of interest may arise, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms.

Furthermore, a conflict of interest also arises because a Client that participates in a follow-on investment in a Portfolio Company held by another Client will benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Client and from operational or other information about such Portfolio Company acquired from the original Client’s ownership of interests in the Portfolio Company. In such circumstances, such benefitting Client or Clients will not be required to reimburse the original Client for expenses incurred in connection with researching such investment. An investment by a Client in a Portfolio Company in which another Client invests at a later stage may be made at a higher or lower valuation than the investment in such Portfolio Company by such other Client and an investment by one or more other Clients in any such Portfolio Company may dilute the original Client’s interest in such Portfolio Company. Fund Borrowings The Funds from time to time borrow funds or enter into other financing arrangements for various reasons, including (but limited to) to pay fund expenses and liabilities, to pay management fees, to make or facilitate new or follow-on investments (including borrowings pending receipt of capital contributions from investors), to make payments under hedging transactions, and/or to cover any shortfall resulting from an investor’s default or exclusion. If a Fund borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be used for all limited partners in such Fund on a pro-rata basis, including the general partner. The Funds will also utilize subscription facilities to benefit co-investment parties. For example, a Fund will borrow to fund a co-investment party’s pro rata share of an investment or expense related to an investment. While the Adviser expects that all parties (including the general partner and any co-investor) will bear their pro rata share of the interest expenses, but not necessarily origination and other costs allocable to the extension of credit, the Fund will bear a disproportionate amount of the credit risk in incurring the debt on behalf of the other parties. In addition, credit facilities for certain Funds are available to provide borrowed funds directly to the portfolio companies of such Funds, in which case such borrowed funds would be guaranteed by such Funds. In such instances the Funds would bear the sole liability for the borrowed funds in the event of a default, and as a result, such portfolio company and any of its other investors (including direct investments by the general partner and any co-investor, including co-investment vehicles) benefit from the credit risk taken by the Fund’s guarantee. To the extent the Fund uses borrowed funds in advance or in lieu of capital contributions, the Fund’s investors generally make correspondingly later capital contributions, but the Fund will bear the expense of interest on such borrowed funds. As a result, the Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and generally make net IRR calculations higher than they otherwise would be without fundlevel borrowing as these calculations generally depend on the amount and timing of capital contributions. It is expected that the interest will accrue on any such outstanding borrowings at a lower rate than any preferred return, which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made by the relevant Fund’s investors. Thus, while the Fund will bear the expense of borrowed funds, such borrowings can also increase the Carried Interest received by the Fund’s general partner or will

result in the Fund’s general partner receiving Carried Interest earlier than it would otherwise have by decreasing the amount of distributions from the Fund that are required to be made to Fund investors in satisfaction of any preferred return. The Adviser therefore has a conflict of interest in deciding whether to borrow funds because the general partner may receive disproportionate benefits from such borrowings. To the extent a subscription facility is due upon demand by a lender (such as upon an event of default or otherwise), such a demand may be issued at an inopportune time at which liquidity is generally constrained, potentially resulting in greater defaults as a result of such liquidity constraints and/or investors facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. The batching of capital calls may amplify the magnitude of potential defaults by investors as a result of there being fewer but larger capital calls. Moreover, the existence of a subscription facility may impair an investor’s ability to transfer its interest in a Fund as a result of restrictions imposed on such transfers by the lender. 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 interests 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 Unrelated Business Taxable Income. Conflicts Relating to the Adviser The Adviser generally may, in its discretion, contract with any related person of the Adviser (including but not limited to a Portfolio Company of a Client) to perform services for the Adviser in connection with its provision of services to Clients. When engaging a related person to provide such services, the Adviser may have an incentive to recommend the related person even if another person may be more qualified to provide the applicable services and/or can provide such services at a lesser cost. The Adviser generally may, in its discretion, contract directly with, or recommend to a Client or to a Portfolio Company thereof (in response to a solicitation for a recommendation or otherwise) that it contract for services with (i) the Adviser or a related person of the Adviser or an affiliate (including but not limited to a Portfolio Company of a Client) or (ii) an entity with which the Adviser or its affiliates or a member of their personnel has a relationship or from which the Adviser or its affiliates or their personnel otherwise derive financial or other benefit. When making such a recommendation, the Adviser may, because of its financial or other business interest, have an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. In addition, Clients from time to time invest in securities of companies in which Adviser Personnel and other related persons of the Adviser and its affiliates have previously invested for their own accounts. Furthermore, Adviser Personnel and other related persons of the Advisers and its affiliates from time to time invest for their own accounts in securities of companies in which the Clients have previously invested. While the significant interests of the Adviser Personnel generally align the interest of such persons with the Clients, such persons may have differing

interests from the Client with respect to such investments (for example, with respect to the availability and timing of liquidity), creating conflicts of interest The Adviser, its affiliates, officers, principals and employees of the Adviser and its affiliates may buy or sell securities or other instruments that the Adviser has recommended to Clients. In addition, the Adviser, its affiliates or officers, principals and employees of the Adviser and its affiliates may buy securities in transactions offered to but rejected by Clients. A conflict of interest may arise because such investing Adviser Personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by the Adviser on behalf of the Client. In such circumstances, the investing Adviser Personnel will not share or reimburse the relevant Client(s) and/or the Adviser for any expenses incurred in connection with the investment opportunity. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Clients. If the Adviser, its affiliates or officers, principals and employees of the Adviser or its affiliates have made large capital investments in or alongside the Clients, they may have conflicting interests with respect to these investments. In addition, Adviser Personnel also buy securities and hold interests as passive investors in other investment vehicles (including private equity funds, infrastructure funds, hedge funds, real estate funds and other similar investment vehicles) which may include potential competitors of the Clients and/or which may invest in similar industries and sectors as the Clients. Such Adviser Personnel have a conflict of interest with respect to their personal investment holdings. There could be situations in which such investment vehicles invest in the same Portfolio Companies as the Clients, and there may be situations in which such investment vehicle purchases securities from, or sells securities to, a Client. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Clients. Such personnel may be incentivized to cause a Client to act in a manner that benefits such other investment vehicles and, indirectly, themselves as investors in such investment vehicles. The transactions described above are subject to the policies and procedures set forth in the Adviser’s Code of Ethics, and Clients will not benefit from any such investments. Adviser Personnel may have family members that are actively involved in industries and sectors in which the Clients invest or have business, personal, financial or other relationships with companies in such industries and sectors (including service providers described below) or other industries, which gives rise to conflicts of interest. For example, such family members might be officers, directors, personnel or owners of companies which are actual or potential investments of the Clients or other counterparties of the Clients and the Portfolio Companies. Moreover, in certain instances, the Clients or the Portfolio Companies may purchase or sell companies or assets from or to, or otherwise transact with companies that are owned by such family members or in respect of which such family members have other involvement. In most such circumstances, the Clients’ organizational documents will not preclude Clients from undertaking any of these investment activities or transactions. Because certain expenses are paid for by a Client and/or its Portfolio Companies or, if incurred by the Adviser, are reimbursed by a Client and/or its Portfolio Companies, the Adviser may not necessarily seek out the lowest cost options when incurring (or causing a Client or its Portfolio Companies to incur) such expenses.

Fee Structure Because there typically is a fixed investment period after which capital from investors in the Funds may only be drawn down in limited circumstances and because Advisory Fees are, at certain times during the life of the Funds, based upon capital invested by the Funds, this fee structure may create an incentive to deploy capital when the Adviser may not otherwise have done so. Additionally, as discussed above in Item 6, affiliates of the Adviser are entitled to Carried Interest under the terms of the organizational documents of the Funds. The existence of Carried Interest creates an incentive for the Adviser to cause such Funds to make more speculative investments than they would otherwise make in the absence of performance-based compensation. However, the investment made by the Adviser or its affiliates in a Fund, the clawback obligation of the general partner or an affiliate (as described below) and the fact that the preferred return is calculated on an aggregate basis reduces the incentive to make speculative investments or otherwise time the sale of an investment in a manner motivated by the personal benefit of the Adviser’s personnel. Pursuant to the organizational documents, the general partner or an affiliate may be required to return excess amounts of Carried Interest as a “clawback.” This clawback obligation may create an incentive for the general partner to defer disposition of one or more investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to the Fund or would otherwise result in a clawback situation for the general partner. Diverse Membership The investors in the Clients may include U.S. taxable and tax-exempt entities, and institutions from jurisdictions outside of the United States. Such investors often have conflicting investment, tax and other interests with respect to their investments in a Client. The conflicting interests among the investors generally relate to or arise from, among other things, the nature of investments made by a Client, the structuring of the acquisition of investments and the timing of the disposition of investments. As a consequence, conflicts of interest arise in connection with decisions made by the Adviser or its affiliates, including with respect to the nature or structuring of investments, that are 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 Client, the Adviser and its affiliates will consider the investment and tax objectives of the applicable Client, not the investment, tax or other objectives of any investor individually. Related Services As described in Item 5 above, the Adviser and its affiliates may perform Related Services for, and will receive fees from, actual or prospective Portfolio Companies or other investment vehicles of the Clients. Such fees will be in addition to any Advisory Fees paid by the Clients to the Adviser or its affiliates. Additionally, a Portfolio Company may reimburse the Adviser for expenses incurred by the Adviser in connection with its performance of services for such Portfolio Company. This creates a conflict of interest between the Adviser and its affiliates and the Clients and their investors because the amounts of these fees and reimbursements may be substantial and

the Clients and their investors may not have an interest in these fees and reimbursements. The Adviser determines the amount of these fees for Related Services and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to Portfolio Companies, and/or third party co-investors in its transactions, and the amount of such fees and reimbursements may not be disclosed to investors in the Clients. Business with and among Portfolio Companies and Investors and Prospective Investors Given the collaborative nature of the Adviser’s business and the Portfolio Companies in which Clients typically invest, there are often situations when the Adviser or an affiliate is in the position of recommending Portfolio Company services to other Portfolio Companies of the Clients or funds managed by the Adviser’s affiliate, which may involve fees, commissions, servicing payments and/or discounts to the Adviser, an affiliate, or a Portfolio Company. The Adviser or its affiliates may have a conflict of interest in making such recommendations, in that the Adviser has an incentive to maintain goodwill between it and the existing and prospective Portfolio Companies for the Clients, while the products or services recommended may not necessarily be the best available to the Portfolio Companies held by the Clients. The benefits received by a Portfolio Company providing a service may be greater than those received by the Client(s) and its Portfolio Companies receiving the service. A Client’s Portfolio Companies may be counterparties or participants in agreements, transactions or other arrangements with Portfolio Companies of other Clients managed by the Adviser or the Adviser’s affiliates that, although the Adviser determines to be consistent with the requirements of such Clients’ organizational documents, may not have otherwise been entered into but for the affiliation with the Adviser, and which may provide economic or other benefits to affiliates of the Adviser that are not subject to the Advisory Fee offset provisions described herein. For example, the Adviser may cause Portfolio Companies to enter into agreements regarding group procurement (which may depend on the volume of services purchased under these agreements and which may be pooled across multiple Portfolio Companies and discounted due to scale), benefits management, data management and/or mining, technology development, purchase or title and/or other insurance policy (which may be pooled across multiple Portfolio Companies and discounted to scale) and other similar operational initiatives that may result in fees, better pricing, rebates, servicing payments, commissions or similar payments and/or discounts being paid to the Adviser, its affiliates or a Portfolio Company, including related to a portion of the savings achieved by the Portfolio Company. While the Adviser may have a conflict of interest because its economic benefit may incentivize the Adviser to maintain such arrangements, the Adviser believes that such agreements benefit the Portfolio Companies due to increased access to quality products and services at beneficial pricing, and the Adviser’s benefits from such arrangements are reduced because the Adviser only benefits at the same rate as the Portfolio Companies. However, it should not be assumed that a company related to, or otherwise affiliated with, the Adviser will only take actions that are beneficial to, or not opposed to, the interests of a Client and its Portfolio Companies. Service Providers Services required by a Client (including some services historically provided by the Adviser or its affiliates to the Clients) may, for certain reasons including efficiency and economic considerations,

be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of the Adviser or its affiliates. This can create a conflict of interest because the Adviser and its affiliates have an incentive to outsource such services at the expense of the Clients to, among other things, leverage the use of Adviser Personnel. Such services may include, without limitation, deal sourcing, asset management, information technology, licensed software, depository, data processing, client relations, administration, custodial, marketing and marketing-reviews, accounting, valuation, legal, human resources, client services, compliance, corporate secretarial and tax support, director services and other similar services. Outsourcing may not occur universally for all Clients, and, accordingly, certain costs may be incurred by a Client for a thirdparty service provider that are not incurred for comparable services by other Clients. The decision by the Adviser to initially perform a service for a Client in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider in the future, and the Adviser has no obligation to inform such Clients or investors of such a change. The Adviser or an affiliate may have an incentive to recommend the products or services of certain client investors or prospective investors or their related businesses to Clients or their Portfolio Companies for use or purchase, even though the products or services recommended may not necessarily be the best available to the Clients or the Portfolio Companies. The Adviser or an affiliate may have service providers to provide services to the Adviser, the Clients and/or the Portfolio Companies, including services during the due diligence and acquisition process. Such service providers or their affiliates are, in certain circumstances, investors in a Client or affiliates of such investors and may include, for example, investment or commercial bankers, outside legal counsel and pension consultants, who are investors in one or more funds and/or who provide services to businesses that are competitors of the Adviser. The engagement of any such service provider may be concurrent with an investor’s admission to a Client, or during the term of such investor’s investment in the Client. This creates a conflict of interest, as the Adviser may give such investor preferred economics or other terms with respect to its investment in a Client, enhanced information or may have an incentive to offer such investor co-investment opportunities that it would not otherwise offer to such investor. In addition, the Adviser or its affiliate may have a conflict of interest with the Clients in recommending the retention or continuation of a service provider to the Clients or a Portfolio Company if such recommendation, for example, is motivated by a belief that the service provider will benefit the Adviser or its affiliates. There is a possibility that the Adviser or its affiliates, because of such belief or for other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. The Adviser, its personnel, the Clients and the Portfolio Companies of the Clients will, from time to time, engage common service providers. In certain circumstances, the service provider may charge varying rates or engage in different arrangements for services provided to the Adviser, its personnel, the Clients, and/or the Portfolio Companies. As a result, the Adviser or its personnel may receive a more favorable rate on services provided to it by such a common service provider than the rates payable by the Clients and/or the Portfolio Company, or may receive a discount on services even though the Clients and/or the Portfolio Companies receive a lesser, or no, discount. This creates a conflict of interest between the Adviser and its personnel, on the one hand, and the Clients and/or Portfolio Companies, on the other hand, in determining whether to engage such

service providers, including the possibility that the Adviser will favor the engagement or continued engagement of such persons if it, or its personnel, receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by the Clients and/or the Portfolio Companies. Neither the Clients nor investors in the Clients will receive the benefit of any such favorable rate or discount provided to the Adviser, its personnel or its affiliates, and the Advisory Fee paid by any Client will not be reduced in connection with such favorable rate or discount. In addition, service providers often charge varying amounts or may have different fee arrangements for different types of services provided. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required, and the time demands of the service provider. As a result, to the extent the services required by the Adviser or its affiliates differ from those required by the Clients and/or its Portfolio Companies, the Adviser and its affiliates will pay different rates and fees than those paid by the Clients and/or its Portfolio Companies. Positions with Portfolio Companies Adviser Personnel serve as directors of, or observers on boards with respect to, certain Portfolio Companies. While conflicts of interest may arise in the event that such Adviser Personnel’s fiduciary duties as a director conflicts with those of the Client, it is expected that generally the interests will be aligned. For instance, such positions could impair the ability of a Client to sell the securities of an issuer in the event a director receives material non-public information by virtue of his or her role, which would have an adverse effect on the Client. Furthermore, an Adviser Personnel serving as a director to a Portfolio Company owes a fiduciary duty to the Portfolio Company, on the one hand, and the relevant Client, on the other hand, and such Adviser Personnel may be in a position where they must make a decision that is either not in the best interest of the Client, or is not in the best interest of the Portfolio Company. Adviser Personnel serving as directors may make decisions for a Portfolio Company that negatively impact returns received by a Client investing in the Portfolio Company. In addition, to the extent an Adviser Personnel serves as a director on the board of more than one Portfolio Company, such Adviser Personnel’s fiduciaries duties among the two Portfolio Companies may create a conflict of interest. Certain decisions made by a director may subject the Adviser, its affiliate or a Client to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Clients will indemnify the Adviser and Adviser Personnel from such claims. In addition, employees of the Adviser may leave the employment of the Adviser or its affiliates and become an officer or employee of a Portfolio Company. From time to time Adviser Personnel may also be asked to serve as directors of, or observers with respect to, certain entities in which a Client has fully exited its ownership interest and/or following the termination of such person’s employment with the Adviser. In such circumstances, any compensation or fees received with respect to such exited investment and/or by such former employee is not subject to the Advisory Fee offset described above, or otherwise shared with the Clients and/or investors.

In addition, the Adviser may continue to receive other fees from a Portfolio Company after a Client has fully exited its ownership interest (for instance, in respect of consulting arrangements or group purchasing arrangements). In such circumstances, any fees received with respect to such exited investment is not subject to the Advisory Fee offset described above, or otherwise shared with the Clients and/or investors. Side Letter Agreements The Adviser may enter into certain side letter arrangements with certain investors in a Client providing such investors with different or preferential rights or terms, including but not limited to different fee structures and other preferential economic rights, information and reporting rights, excuse or exclusion rights, waiver of certain confidentiality obligations, co-investment rights, certain rights or terms necessary in light of particular legal, regulatory or policy requirements of a particular investor, additional obligations and restrictions with respect to structuring particular investments in light of the legal and regulatory considerations applicable to a particular investor, modification of representations, indemnification and/or liability and other obligations, veto rights and liquidity or transfer rights. Except as otherwise agreed with an investor, the Adviser (or applicable general partner) is not required to disclose the terms of side letter arrangements with other investors in the same Client. Also, investors will have no recourse against a Client, the applicable Client’s general partner, the Adviser or their respective affiliates in the event that certain investors receive additional or different rights or terms pursuant to such side letters, some of which rights may impact the rights and/or increase the obligations of other investors. In addition, side letter arrangements with certain investors of the Clients may impose additional restrictions on investing in certain types of assets, geographies or industries in order to meet certain legal, tax, regulatory, internal policy or other requirements of such investors. While these restrictions are intended to apply solely to such investors, they may ultimately restrict the investments made by an applicable Client. Advisory Affiliates Certain of the Adviser’s investment adviser affiliates have their own clients. Clients of the Adviser and these affiliates may invest in the same Portfolio Companies, including in the same security or in different securities of such a Portfolio Company. In such circumstances, interests of the Adviser’s clients may therefore conflict with the interests of the clients of these affiliates. For instance, see “Allocation of Investment Opportunities Among Clients and Allocation of CoInvestment Opportunities and Secondary Transactions” and “Conflicts Related to Purchases and Sales” above for more information. Other Potential Conflicts The organizational documents of a Client establish complex arrangements among the Clients, the Adviser, investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the organizational documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Adviser will construe the

relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Client or its investors. The Adviser and its personnel have in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Client, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Client expenses may result in “miles” or “points” or credit in loyalty/status programs to the Adviser and/or its personnel, and such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit the Adviser and/or such personnel even though the cost of the underlying service is being borne by the Clients, its investors and/or the Portfolio Companies. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Client, its investors and/or the Portfolio Companies. In addition, airline travel incurred as a Client expense for an Adviser Personnel travelling for appropriate Client-related purposes (including, without limitation, travel related to a Portfolio Company, a prospective Portfolio Company or other Client-related matter) may benefit such Adviser Personnel to the extent the trip also serves a personal purpose. The Adviser and the Clients will generally engage common legal counsel and other advisers in a particular transaction, including a transaction in which there may be conflicts of interest (e.g., cross transactions and other affiliated transactions). Members of the law firms engaged to represent the Clients may be investors in a Fund, and may also represent one or more Portfolio Companies or investors in a Fund. The Adviser may, in its discretion, have, and may, in its discretion, cause Clients and/or their Portfolio Companies to have, ongoing business dealings, arrangements or agreements with persons who are former employees or executives of the Adviser. The Clients and/or their Portfolio Companies may bear, directly or indirectly, the costs of such dealings, arrangements or agreements. In such circumstances, there may be a conflict of interest between the Adviser and the Clients (or their Portfolio Companies) in determining whether to engage in or to continue such dealings, arrangements or agreements, including the possibility that the Adviser may favor the engagement or continued engagement of such persons even if a better price and/or quality of service could be obtained from another person. The Adviser has in the past and may, from time to time in the future, cause one or more Clients to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Clients, the applicable general partner, the Adviser and/or Adviser Personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties, against liability in connection with the activities of the Clients. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by the Adviser that cover one or more Clients and/or the Adviser (including Adviser Personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Clients, and/or the Adviser on a fair and reasonable basis, and may make corrective allocations should it determine subsequently that

such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in a Client bearing less (or more) premiums, fees, costs and expenses for insurance policies. The Adviser has in the past, and may from time to time in the future, engage one or more persons to act as a placement agent for a Fund in connection with the offer and sale of interests to certain potential investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Fund that are subsequently accepted and/or may receive fees of a discretionary nature and/or retainer fees. Such Fund may bear the costs of such placement agent fees, subject to any limitations set forth in its organizational documents. A Client may invest in a pooled investment vehicle that is advised by, or that has another business or other relationship with, the Adviser or its related persons. In such a case, investors in such Client will bear not only the direct management fees and other expenses associated with their investment in the Clients, but also the expenses and fees associated with the investment in the underlying pooled investment vehicle, some of which fees and expenses may be paid to the Adviser or its related persons. Additionally, the interests of the Client, as an investor, may conflict with the interests of the underlying pooled investment vehicle or the Adviser or its related persons in their capacity as service providers to the underlying pooled investment vehicle, which would create a conflict of interest for the Adviser. If a Client purchases in the secondary market at a discount debt securities of a company in which a Client has, for example, a substantial equity interest, (a) a court might require a Client to disgorge profit it realizes if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities or (b) a Client might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt. The effect of these transactions will vary from jurisdiction to jurisdiction. The organizational agreements of certain Funds permit those Funds to withhold information from certain limited partners or investors in such Fund in certain circumstances. For instance, information may be withheld from limited partners that are subject to the U.S. Freedom of Information Act or similar requirements. The General Partner may elect to withhold certain information (confidential or otherwise) to such limited partners for reasons relating to the General Partner’s or the Adviser’s (or their affiliates’) public reputation or overall business strategy, despite the potential benefits to such limited partners of receiving such information. Furthermore, due in part to the fact that potential investors in a Client may ask different questions and request different information, the Adviser may provide certain information to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. Please see the discussion above under the sub-heading “Resolution of Conflicts” for a description of the means by which the Adviser and its related persons may seek to alleviate conflicts of interest among the Funds or other persons.

Selection of Brokers and Dealers For each Client, the Adviser or an affiliate has sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Client involving a broker-dealer, the Adviser will seek “best execution” of the transaction. “Best execution” means obtaining for a Client account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, the cost of the transaction, the need for timely execution, the liquidity of the market (which may make it difficult to execute an order), the likelihood of execution, the quality of execution, the size of the order and the nature of the financial transaction, including whether it is executed on a regulated market or over-the-counter. The Adviser does not receive “soft dollars” in connection with its use of broker-dealers. Aggregation of Trades The Adviser and its affiliates may aggregate (or bunch) the orders of more than one Client for the purchase or sale of the same publicly traded security. Portfolio managers and traders often employ this practice because larger transactions can enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Adviser and its affiliates may combine orders on behalf of Clients with orders for other persons for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Adviser and its affiliates generally aggregate trade orders for publicly traded securities so that each participating Client will receive the average price for each execution of a transaction. If an order for more than one Client for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

The Adviser receives regular data from each Portfolio Company, normally on a monthly basis, typically covering key events, financial metrics, performance indicators and updates on outstanding action points from the 180/100 day plan/annual business plan agreed at the time of investment. This data is collated by the finance team within the Adviser or its affiliates and distributed to the investment professionals and senior management within the Adviser or its affiliates including the Principals, Partners and Managing Partners of the Adviser or its affiliates. Most Portfolio Companies are subject to an in-depth review twice a year, known as a PCR (portfolio company review). The investment professional responsible for the Portfolio Company prepares a paper reviewing a Portfolio Company’s status, strategy, prospects, trading, management performance, corporate governance, environmental and social risks and key actions. This is discussed by senior investment professionals including Principals and Partners of the Adviser and its affiliates and, depending on the Portfolio Company, the relevant Managing Partners, 3i North America. Reporting Investors in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund within 90 days after the fiscal year end of such Fund, semi-annual Fund portfolio reports which include details of investments acquired or disposed of, together with commentary on the performance of investments held by the Fund, and quarterly financial statements. The Adviser and the applicable General Partner, if any, may from time to time, in their sole discretion, provide additional information relating to a Fund to one or more investors in such Fund as they deem appropriate.

However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Partner responsible for the investment, the costs associated with voting such Vote outweigh the benefits to the relevant Clients or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Clients. Clients generally cannot direct the Adviser’s Vote. All Voting decisions initially are referred to the Partner or Principal responsible for the investment. In most cases, the Partner or Principal responsible for the particular investment will make the decision or recommendation as to the appropriate vote for any particular Vote. In making such decision, he or she may rely on any of the information and/or research available to him or her. If the Partner or Principal is making the Voting decision or recommendation, the Partner or Principal will inform the relevant Managing Partner of 3i North America (the “Managing Partner”) of any such Voting decision or recommendation, and if the Managing Partner does not object to such decision as a result of his or her conflict of interest review, the Vote will be voted or recommended to the affiliate of the Adviser in such manner. The Managing Partner has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All Voting decisions will require a mandatory conflicts of interest review by the Partner or Principal responsible for the investment in accordance with these policies and procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote and/or the Adviser’s affiliates

and their clients has an interest in how the Vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles set forth above, according the first priority to the best interests of the relevant Clients. If the Partner or Principal and the Managing Partner are unable to arrive at an agreement as to how to vote, then the Managing Partner will apply the Adviser’s conflict rules, and consult with the Director of Group Compliance, as appropriate, as to the vote, to ensure resolution of the conflict in the best interests of the Clients. When the Director of Group Compliance becomes involved in the resolution of any conflict in accordance with 3i’s conflict policy and deems it appropriate in his or her sole discretion, unaffiliated third parties may be used to help resolve conflicts. In this regard, the Director of Group Compliance shall have the power to retain independent fiduciaries, consultants or professionals to assist with Voting decisions or recommendations and/or to delegate voting or consent powers to such fiduciaries, consultants or professionals. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Client and copies of proxy voting policies are available to any Client or prospective client upon written request to: Richard Relyea, Director & Treasurer, 3i Corporation, One Grand Central Place, 60 E 42nd Street, Suite 4100, New York, NY 10165. Item 18. Financial Information