Parallel49 Equity: investment adviser

As detailed in Item 5 below, the Principals and certain other Parallel49 senior investment professionals share an economic interest in management and performance-based fees generated by the Funds. Parallel49 is investment adviser to the following private equity pooled investment vehicles: Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership (“US Fund IV”), Tricor Pacific Capital Partners (Fund IV), Limited Partnership (together with US Fund IV, “Fund IV”). The Funds are private equity funds which invested in controlling interests in operating companies, or portfolio companies, through negotiated transactions. The Funds are not registered or required to be registered under the Investment Company Act of 1940, as amended, or the Securities Act of 1933, as amended. As an adviser to the Funds, the Adviser maintains and develops sources of private equity investment deal flow, analyzes, evaluates and negotiates portfolio investment opportunities, monitors and manages portfolio investments, and ultimately, disposes of portfolio investments. Parallel49 has advised the Funds in making control investments in buyouts of lower middle-market companies located in the United States and Canada, however, at this time the Adviser is generally engaged in managing the eventual disposition of such investments, and generally not seeking new portfolio company investments. The Adviser manages the Funds based on investment objectives and restrictions defined in the management agreements between the Adviser and the Funds, and the Funds’ private placement memoranda, investment advisory agreements, limited partnership agreements and other organizing documents (collectively, the “Offering Documents”). Pursuant to the Offering Documents, the Adviser provides investment advisory services to the Funds, and not individually to the investors in the Funds. The Adviser has certain related entities that are relying advisers and are subject to Parallel49’s policies and procedures. In this document these are referred to collectively with Parallel49, as “Parallel49.” As of December 31, 2024 the Adviser managed approximately $146,779,382 in Fund assets on a discretionary basis.

The Carry is generally payable after investors receive return of their invested capital with respect to realized investments, Fund expenses and general partner distributions or management fees, and is subject to potential giveback at the end of life of the respective Fund if the Adviser has received excess cumulative distributions in excess of 20% of the Fund’s aggregate realized profits. The Principals and certain other employees of Adviser are entitled to receive the Carry through their investment in Adviser. Costs and Expenses As documented in the Offering Documents, the Funds reimbursed the Adviser for a set portion of the Funds’ organizational and startup expenses, including legal, travel, accounting, filing, capital raising and other organizational expenses. The Adviser was responsible for the cost of all organizational expenses in excess of this amount, and of any placement fees payable to any placement agent in connection with the formation of the Funds. The Funds bear all other costs and expenses of the Funds that are not reimbursed by portfolio companies, including legal, auditing, consulting, financing, brokerage, accounting and custodian fees and expenses; expenses associated with the Funds’ financial statements, tax returns, and similar expenses, out of pocket expenses incurred in connection with transactions not completed; expenses of the advisory board; expenses of annual general meetings; insurance expenses; other expenses associated with the acquisition, holding and disposition of its investments, including extraordinary expenses (such as litigation, if any); and any taxes, fees or other governmental charges levied against the Funds. Parallel49 pays all ordinary administrative and overhead expenses incurred in connection with advising the Funds, including employees’ salaries, rent and utilities. In the event Parallel49 requires the use of the services of broker-dealers for Fund transactions, it has adopted the procedures set forth in Item 12 section below.

In addition, the Adviser, in its sole discretion, may permit one or more of the Fund’s investors and/or other investors to invest directly alongside the Funds in portfolio investments (each such investment, a “Co-Investment”); however, the Adviser does not receive performance-based fees in connection with Co-Investments. See Item 11 below for additional discussion of Co-Investments allocation. As noted in Item 8 below, the fact that the Carry is based on a percentage of net profits may create an incentive for the Adviser to cause the Funds to make riskier or more speculative

investments than would otherwise be the case. All performance-based fees are charged in compliance with Rule 205-3 of the Advisers Act.

By executing the Fund’s subscription agreements, Fund investors certify their aforementioned eligibility, acknowledge their financial sophistication and ability to bear the risk of loss of their entire investment in the Fund.

Parallel49 has focused on a number of situations it believes are attractive for private equity investing, including management-led buyouts, divestitures of non-core divisions of larger companies, and the sale of closely held companies. At this time, the Adviser is generally engaged in actively managing the existing portfolio of Fund IV, including eventual disposition of such investments .As Fund IV is fully-invested, Adviser is not seeking new investment opportunities for Fund IV. Investments in portfolio companies have typically been made in partnership with the operating management of the portfolio company in order to directly align the interests of the Fund and the management team. During its investment review and due diligence processes, Parallel49 identifies the key areas for improvement, risk mitigation and growth opportunities, which lay the foundation for the operating plan post-closing. Parallel49 will also seek to partner with industry experts, whose experience can be leveraged in identifying value creation opportunities. The following methodology describes Adviser’s portfolio company investment methodology.. The Adviser has utilized a methodology designed to ensure strict adherence to the Funds’ investment strategy and maximize the potential value of each of the Funds’ portfolio investments.

This process involves three primary stages: (i) screening prospective investments, (ii) evaluating and approving each new investment, and (iii) value creation and monitoring. Given the stage of client funds, Adviser’s remaining efforts are focused on monitoring and eventual disposition of remaining portfolio assets. (i)

Prospective Investment Screening. The Adviser uses a formal screening process to evaluate each new potential investment opportunity. A two- to three-person team, which consists of at least one Principal and one other senior investment professional, is typically assigned primary responsibility for the investment opportunity. This team performs preliminary due diligence on the investment opportunity, which culminates in a written transaction summary that includes among other things: (a) a discussion of the business, (b) a synopsis of the investment opportunity, (c) the proposed investment thesis, (d) the anticipated capital structure, pro forma balance sheet and sources and uses of funds, (e) the historical financial performance of the target company , and (f) a summary of financial analysis performed by the team, and (g) Parallel49’s value creation plan for the target company. Upon Investment Committee approval, a non-binding letter of intent would be submitted.

(ii)

Investment Evaluation and Approval. If the Adviser prevails in the initial bidding process, Parallel49 will allocate significant internal and external resources to further evaluate and, if appropriate, close the investment opportunity. The primary investment team conducts a more extensive due diligence process, which includes a detailed analysis of every critical aspect of the business and value creation strategy. This process typically includes: (a) an on-site review of the operations, (b) an assessment of the management team, (c) a detailed financial analysis, (d) an evaluation of the primary markets and industries served, (e) benchmarking against competitors, and (f) an analysis of key customers and suppliers, as well as other critical business issues. The Adviser typically engages outside professionals to conduct extensive legal, accounting, tax, environmental, employee benefits, and insurance due diligence. In addition to the primary investment team, other Parallel49 professionals with specialized skills, such as legal, accounting, tax, or operations, will support the primary investment team, where appropriate. Upon the successful completion of all phases of the due diligence process, the transaction team prepares a detailed investment memorandum, which is presented to the Investment Committee during the final phase of the investment approval process. In addition to Investment Committee approval, all investments made by the Funds are subject to satisfactory documentation and final negotiated investment terms.

(iii) Value Creation and Monitoring. The Principals and senior investment professionals who comprise the primary investment team continue to be the Adviser’s primary interface with the investment throughout the Funds’ ownership of the portfolio company. As noted above, at the outset of investment, Parallel49 formulates a value creation plan, and develops a strong and close working partnership with management teams to implement the plan. In addition, the Adviser regularly monitors the investment’s performance, and re-evaluates the original investment thesis and exit strategies. At regular intervals, the primary investment team updates the other Principals and investment professionals with respect to key portfolio company developments. On a quarterly basis, the investment team provides updates on portfolio company financial performance, strategic initiatives,

competitive developments, management and status of value creation strategies. The Adviser conveys these updates to he Funds’ investors on a quarterly basis. In addition to the primary investment team, other Principals, senior investment professionals or third-party industry experts may be active members of the portfolio company’s board of directors, providing additional expertise required to realize growth opportunities. Fund investments will be harvested with a view to maximizing long-term value creation, and Parallel49 will monitor exit opportunities, in some cases maintaining lines of communication with prospective acquirers and transaction intermediaries with respect to such investment. Risks In considering investment in the Funds, investors acknowledge certain risk factors, which include, but are not limited to, the following: Business Risks. The Funds’ investment portfolio consists primarily of securities issued by privately held companies, and operating results in a specified period are difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Future and Past Performance. The performance of the Principals’ prior investments is not necessarily indicative of the Funds’ future results. While the Adviser intends for the Funds to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that any targeted internal rate of return will be achieved. On any given investment, loss of principal is possible. An investment in the Funds requires a long-term commitment, and should only be considered by persons who can afford a loss of their entire investment. Investment in Junior Securities. The securities in which the Funds invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there is no collateral to protect an investment once made. Concentration of Investments. The Funds participate in a limited number of investments and may seek to make several investments in one industry or one industry segment. As a result, the Funds’ investment portfolio could become highly concentrated, and the performance of a few holdings may substantially affect its aggregate return. Illiquidity; Lack of Current Distributions. An investment in the Funds is viewed as illiquid. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, will generally occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is not generally expected that this will occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating the Funds (including the general partner distribution or management fees payable to the Adviser referenced in Item 5 above) may exceed its income, thereby requiring that the difference be paid from the Funds’ capital. Use of Leverage. Typically, the Funds will invest in portfolio companies that employ significant debt. While investments in leveraged companies offer the opportunity to improve rates of investment return and/or reduce the overall cost of capital for such companies, leverage generally magnifies both the opportunities for gain and the risks of loss from investments. The Funds’ investments are expected to include portfolio companies whose capital structures may have a significant degree of leverage. Leverage often imposes restrictive financial and operating covenants on portfolio companies in addition to the burden of debt service, and may impair a portfolio company’s ability to finance future operations and capital needs. As a result, recessions,

operating problems, competitive pressures, or a general deterioration in business and industry conditions may have a more pronounced effect on the profitability or survival of such portfolio companies. Moreover, any rise in interest rates may significantly increase portfolio company interest expense, causing losses and/or the inability to service debt levels. If a portfolio company cannot generate adequate cash flow to meet debt obligations, the Funds may suffer a partial or total loss of capital invested in the portfolio company. Limited Transferability of Fund Interests. There will be no public market for the Fund interests, and none is expected to develop. There are substantial restrictions upon the transferability of Fund interests under the Offering Documents and applicable securities laws. In general, withdrawals of Fund interests are not permitted. Fund interests are not redeemable. Restricted Nature of Investment Positions. The Funds primarily invest in privately held securities, and as such generally, there will be no readily available market for a substantial number of the Funds’ investments. Certain investments may be distributed in kind to the investors. Reliance on the Adviser and Portfolio Company Management. The Funds have no operating history and are entirely dependent on the Adviser. Control over the operation of the Funds is vested entirely with the Adviser, and the Funds’ profitability depends largely upon the business and investment acumen of the Principals. The loss of service of one or more of the Principals could have an adverse effect on the Funds’ ability to realize its investment objectives. Investors generally have no right or power to take part in the management of the Funds, and as a result, the investment performance of the Funds will depend entirely on the actions of the Adviser. Although Parallel49 monitors the performance of each Fund investment, it is primarily the responsibility of each portfolio company’s management team to operate the portfolio company on a day-to-day basis. Although the Funds generally invest in companies with strong management, there can be no assurance that the existing management of such companies will continue to operate a company successfully. Projections. Projected operating results of a company in which the Funds invest normally will be based primarily on financial projections prepared by each company’s management. In all cases, projections are only estimates of future results that are based upon assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material effect on the reliability of projections. Need for Follow-On Investments. Following an initial investment in a portfolio company, the Fund V may decide to provide additional funds to such portfolio company or may have the opportunity to increase its investment in a successful portfolio company. There is no assurance that the Fund V will make additional follow-on investments or that the Fund V will have sufficient funds to make all or any of such investments. Any decision by the Fund V not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a portfolio company in need of such an investment or may result in a lost opportunity for the Fund V to increase its participation in a successful operation. At this time, Fund IV is fully-invested. Investments Longer than Term. The Funds may make investments which may not be advantageously disposed of prior to the date the Funds will be dissolved, either by expiration of the Funds’ term or otherwise. Although the Adviser expects the investments will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution and the Adviser has a limited ability to extend the term of the Funds, the Funds may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. In addition, although

upon the dissolution of the Funds the Adviser (or the relevant liquidator) will be required to use reasonable efforts to reduce to cash and cash equivalents such assets of the Funds as the Adviser or such liquidator shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations (including legal restrictions on the ability of an investor to hold any assets to be distributed in kind), over such time as is reasonably necessary to settle gradually and close the Funds’ business under the circumstances then applicable to the Funds, there can be no assurances with respect to the time frame in which the winding up and the final distribution of proceeds to the investors will occur. Non-U.S. Investments. Investments may be made in portfolio companies that are organized or have substantial sales or operations outside of the United States, its territories, and possessions. Such investments may be subject to certain additional risk due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of the Fund), the application of complex U.S. and foreign tax rules to cross-border investments, possible imposition of foreign taxes on a Fund and/or the investors with respect to the Fund’s income, and possible foreign tax return filing requirements for a Fund and/or the investors. Currency and Exchange Rate Risks. The Funds’ assets are invested in both the United States and Canada, and income and gains received by the Funds from or with respect to such investments will be in United States and Canadian currencies. The value of such investments may be impacted positively or negatively by exchange rate fluctuations and such value changes shall be reflected in the distributions and allocations made to all investors. The Adviser may attempt to hedge, and the investors are not restricted from hedging, against foreign currency exchange rate risks by utilizing spot and forward foreign exchange contracts, foreign currency options or other instruments. However, there can be no assurance that the Adviser will be able to do so successfully or costeffectively, and the Adviser may decide not to hedge against such risks or to do so only incompletely. In addition, the investors may not have sufficient, timely information about the nature and extent of the exchange rate risks to adequately hedge their risk. Changes in currency exchange rates will, and may materially and adversely, affect the value of the Funds’ portfolio and the unrealized appreciation or depreciation of investments as measured in U.S. dollars. The Funds may incur costs in connection with conversions between different currencies and in hedging currency risks. In addition, governments may exercise foreign currency controls that may materially and adversely affect the Funds in various circumstances. Also, because investments may be made and realized in either United States dollars or Canadian dollars and debt securities may be denominated in United States dollars or Canadian dollars, an investor may recognize a foreign currency gain or loss (ordinary, not capital for Canadian income tax purposes) when payment is received with respect to such investment realization or debt securities or when such investor or a Fund disposes of foreign currency or such debt securities. Finally, given that the Core Fund and the Regulatory Fund will be denominated in different currencies, the ratio of the Core Fund and Regulatory Fund’s investments in each portfolio company may be different depending on the prevailing exchange rate in effect at the time of each investment. This may result in more or less exposure to profits and losses for the Core Fund and/or the Regulatory Fund to certain portfolio company investments. Significant Default Penalties. The Offering Documents provide for significant penalties and other adverse consequences in the event an investor defaults on its capital commitment or other payment obligations. In addition to losing its right to potential distributions from a Fund, a defaulting investor may be forced to transfer its interest in a Fund for an amount that is less than the fair

market value of such interest and that may be paid over a period of ten years, without interest. There may also be adverse consequences to non-defaulting investors, including a potential requirement to fund additional capital contributions to cover the defaulted amount or bear the interest expenses of the Funds resulting from any borrowing by the Funds to cover the defaulted amount, if and to the extent that such amounts are not recovered from the defaulting investor. Dilution. Investors admitted to the Funds at closings subsequent to the initial closing will participate in then-existing investments of the Funds, thereby diluting the interest of existing investors in such investments. Although any such new investors will be required to contribute its pro rata share of previously made capital contributions (together with an additional amount equal to the prime rate plus 2% on such contributions), there can be no assurance that this contribution will reflect the fair value of the Funds’ existing investments at the time of such contributions. Adviser’s Carried Interest. The fact that the Carry is based on a percentage of net profits may create an incentive for the Adviser to cause the Funds to make riskier or more speculative investments than would otherwise be the case, however, the fact that Fund IV is fully-invested and Fund V is only pursuing follow-on or add-on opportunities on a select basis should be considered in evaluating this risk. Director Liability. The Funds will often obtain the right to appoint a representative to the board of directors of the portfolio companies in which it invests. Serving on the board of directors of a portfolio company exposes the Funds’ representatives, and ultimately the Funds, to potential liability. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies do obtain may be insufficient to adequately protect officers and directors from such liability. Indemnification and Return of Distributions. The Funds will be required to indemnify the Adviser, its affiliates and their members, partners, officers, directors, shareholders and employees for liabilities incurred in connection with the affairs of the Funds. Such liabilities may be material and have an adverse effect on the returns to the investors. For example, in their capacity as directors of portfolio companies the members, managers or affiliates of the Adviser may be subject to derivative or other similar claims brought by shareholders of such companies. The indemnification obligation of the Funds would be payable from the assets of the Funds, including the unpaid capital commitments of the investors. If the assets of the Funds are insufficient, the Adviser may recall distributions previously made to the investors, subject to certain limitations set forth in the Offering Documents. The Funds may purchase liability insurance to protect indemnities. Members of the advisory board will also be entitled to the benefit of certain indemnification and exculpation provisions as set forth in the Offering Documents. Delayed Canadian T5013 Forms and U.S. Schedule K-1s. The Funds may not be able to provide final Canadian T5013 forms and U.S. Schedule K-1s to investors for any given fiscal year until after April 15 of the following year. The Adviser will use reasonable efforts to provide investors with final T5013 forms and Schedule K-1s on or before such date, but T5013 forms and Schedule K-1s may not be available until the Fund has received tax–reporting information from its portfolio companies necessary to prepare final T5013 forms and Schedule K-1s. Investors may be required to obtain extensions of the filing dates for their federal, provincial, state, and local income tax returns. Each prospective investor is advised to consult with its own advisers as to the advisability and tax consequences of an investment in the Funds. Conflict of Interest. The Adviser pursues all appropriate investment opportunities exclusively through the Funds, subject to certain limited exceptions. However, as noted in Item 10 below, the Adviser may concurrently manage other investment funds and investments similar to those in

which the Funds invest, and may direct certain relevant investment opportunities to those investment funds and investments. Parallel49 employees will continue to manage and monitor such investment funds and investments. The significant investment of the Adviser and Parallel49 employees in the Funds, as well as their indirect interest in the Carry, operate to align, to some extent, their interest with that of the investors, although the individuals that control and employees of Parallel49 have economic interests in such other investment funds and investments as well and may receive fees and Carry relating to those interests. Such other investment funds and investments that the Adviser or Parallel49 employees may control may compete with the Funds or companies acquired by the Funds. Fund IV is fully-invested and, as such, Adviser is not seeking new investment opportunities for Fund IV. Fund V is not making new portfolio company investments, and Adviser is seeking follow-on or add-on opportunities for Fund V on a select basis. While additional new client funds may be raised in the future, the Adviser and Parallel49 employees are primarily engaged in active management of the existing portfolio, including the eventual disposition of such investments. See Item 11 below, for additional disclosure on potential conflicts of interest. Non-Controlling Interests. Although the Funds generally seek controlling interests in privately held companies, it may hold non-controlling interests in some cases. In addition, the Funds could hold minority equity stakes if portfolio companies are taken public. As is the case with minority holdings in general, such minority stakes that the Funds may hold will have neither the control characteristics nor the valuation premiums accorded to majority or controlling stakes. However, as a condition of investment in a portfolio company, the Adviser typically seeks appropriate shareholder rights to protect the Funds’ interests. Investments with Third Parties. The Funds may co-invest with third parties, through funds, joint ventures or other entities, which may have larger ownership interests in the Fund’s investments. Such investments may involve additional risks in connection with such third-party involvement, including the possibility that a third party may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of the Funds or may be in a position to take (or block) action in a manner contrary to the Funds’ investment objectives. Potential Additional Government or Market Regulation. Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental scrutiny of the “private equity” industry in general. The SEC, Congress, state legislatures, state securities administrators and governing bodies of non-U.S. jurisdictions could seek to impose greater regulation on the “private equity” industry. It is impossible to predict what, if any, changes in regulation applicable to a Fund or Adviser, the markets in which they invest or the counterparties with which they do business may be instituted in the future. Any such regulation could have a material adverse effect on the profit potential of a Fund, as well as require increased transparency as to the identity of its investors. Bridge Financing. The Funds may provide bridge financing in connection with one or more of its investments. The Funds will bear the risk of any changes in capital markets that may adversely affect the ability of a portfolio company to refinance any bridge investments. If such portfolio company were unable to complete a refinancing, the Funds could have a long-term investment in a junior debt security or a junior debt security that is convertible into equity. Risks upon Dispositions of Investments. In connection with the disposition of an investment in a portfolio company, the Funds may be required to make representations about the business and financial affairs of such portfolio company typical of those made in connection with the sale of a

business. It may also be required to indemnify the purchasers of such investment to the extent that any such representation turns out to be inaccurate. These arrangements may result in contingent liabilities of the Funds, which might ultimately have to be funded by the investors to the extent that such contingent liabilities exceed the reserves and other assets of the Funds and such investors have received prior distributions from the Funds. As noted above, Fund IV is fully-invested at this time. Distributions in Kind. Although, under normal circumstances, the Funds intend to make distributions in cash or in publicly traded securities, it is possible that under certain circumstances (including the liquidation of the Funds) distributions may be made in kind and could consist of securities for which there is no readily available public market. Recourse to Funds’ Assets. The Funds’ assets, including any investments made by the Funds and any capital held by the Funds, are available to satisfy all liabilities and other obligations of the Funds, subject to the terms of the Offering Documents. If the Funds become subject to a liability, parties seeking to have the liability satisfied may have recourse to the Funds’ assets generally and not be limited to any particular asset, such as the investment giving rise to the liability. Effects of Bankruptcy. The Funds may make investments in portfolio companies that are or may become the subject of voluntary or involuntary bankruptcy or similar proceedings under applicable laws. Certain risks that are faced in bankruptcy or similar proceedings that must be factored into the investment decision include, for example, the potential total loss of any such investment. Upon confirmation of a plan of reorganization under applicable bankruptcy laws, or as a result of a liquidation proceeding, the Funds could suffer a loss of all or a part of the value of its investment in a portfolio company. A bankruptcy filing or similar proceeding may adversely and permanently affect a portfolio company. The portfolio company could lose market position and key employees, and the liquidation value of the portfolio company may not equal the liquidation value that was believed to exist prior to the making of the investment by the Funds. Investments in Public Companies. The Funds may invest in public companies or take private portfolio companies public. Investments in public companies may subject the Funds to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the Funds to dispose of such securities at certain times (including due to the possession by the Funds of material non-public information), increased likelihood of shareholder litigation against such companies’ board members, which may include the Principals, regulatory action by the domestic or foreign securities regulators and increased costs associated with each of the aforementioned risks. The Funds may retain investments in portfolio companies that were private when acquired by the Funds, but have been taken public by Adviser after acquisition. Adviser will manage such investments in the best interests of the Funds. Accordingly, any investments in such securities by Adviser or its employees would be governed by the Adviser’s Code of Ethics and compliance policies, and in accordance with any applicable portfolio company trading policies, such as “BlackOut” periods which may permit purchase of such public securities by Adviser personnel during certain periods, but prohibit sale of such securities ahead of the Funds’ exit of such investments. Investors Will Not Participate in Management of the Funds. Investors in the Funds will not have the right to participate in the management of the Funds or in decisions made by the Adviser of the Funds on its behalf. As a result, investors will have almost no control over their investments in the Funds or their prospects with respect thereto.

Loss of Limited Liability. Although the Offering Documents of the Funds will provide that investors will have no right to participate in the management of the Funds or to make any decisions with respect to the investments to be made by the Funds, investors may lose limited liability in certain circumstances if they are deemed to have taken part in the control or management of the business of the Funds. Limited liability may also be lost as a result of false statements in documents filed under, or other non-compliance with, legislation governing limited partnerships and in jurisdictions where there is a risk of non-recognition of the protection of limited liabilities with respect to creditors of the Funds whose claims derive from liabilities incurred in such jurisdictions. Liability for Return of Distributions. Generally, the investors do not have personal liability for the obligations of the Funds. However, under applicable law, investors could be required to return distributions previously made by the Funds if it is determined that such distributions were wrongfully made or in certain other circumstances under the terms of the Offering Documents. Where an investor has received the return of all or part of the amount contributed to a Fund, the investor is nevertheless liable to the Fund or, where the Fund is dissolved, to its creditors for any amount, not in excess of the amount returned with interest, necessary to discharge the liabilities of the Fund to all creditors who extended credit or whose claims otherwise arose before the return of the contribution. Difficulty in Valuing Investment Portfolio. The Adviser will value the investments in portfolio companies from time to time at their fair market values. Fund assets that are publicly traded securities for which market prices are readily available will be valued based on their trading prices, however, for almost every portfolio company, there will likely be no public market for its securities. Thus, the valuation of portfolio company investments inherently is highly subjective and imprecise and requires the use of techniques that are costly and time consuming and ultimately provide no more than an estimate of value. In establishing the value of the Funds’ portfolio company investments, the Adviser may also consult with accounting firms, investment banks and other third parties when needed, to assist with the valuation of the Fund’s investments. The value set by the Adviser may not reflect the price at which the Funds could dispose of its interests in a particular portfolio company at any given time. Legal, Tax and Regulatory Risks. The regulatory considerations affecting the ability of the Funds to achieve their investment objectives are complicated and subject to change. In addition, other legal, tax and regulatory changes could occur during the term of the Funds that may adversely affect the Funds. For example, from time to time, the market for private investment fund transactions has been adversely affected by a decrease in the availability of senior and subordinated financing for transactions, in part in response to regulatory pressures on providers of financing to reduce or eliminate their exposure to such transactions. In addition, private investment funds and their investment advisers may be subject to increased regulation, taxation or other scrutiny by regulators or other market participants. There can be no assurance as to whether any such scrutiny or initiatives will have an adverse impact on the private investment fund industry generally or on the Funds, or the Adviser, including the ability of the Funds to take the measures necessary to effect operating improvements or restructurings of portfolio companies or otherwise achieve its objectives.

financial planner; (iv) futures commission merchant, commodity pool operator, or commodity trading advisor; (v) banking or thrift institution; (vi) accountant or accounting firm; (vii) lawyer or law firm; (viii) insurance company or agency; (ix) pension consultant; (x) real estate broker or dealer; and (xi) sponsor or syndicator of limited Funds. Certain of the Principals are engaged in investment activities for their own accounts unrelated to the activities of the Adviser. Principals and affiliates of Adviser may generally pursue investment opportunities for their own respective accounts, which are not a follow-on or add-on investment opportunities for the Fund V portfolio companies, subject, in each case, to the Adviser’s compliance policies and procedures. Item 11 below contains a description of potential conflicts of interest that may arise due to this affiliation and how conflicts of interest are addressed.

In addition, the Code sets forth the Parallel49’s policies and procedures with respect to material, non-public information and other confidential information, and the fiduciary obligations that the Adviser and each of its Employees owe to the Funds. The Code is circulated at least annually to all Employees, and each Employee at least annually must certify in writing that he or she has received and followed the Code and any amendments thereto. The Adviser will provide a copy of the Code to any client or prospective client upon request. Participation or Interest in Client Transactions The Funds have established Advisory Boards comprised of representatives of certain investors in the Funds. Although, the Adviser retains ultimate authority in investing the Funds, the Advisory Board is charged with, among other things, resolving conflicts of interest among the Adviser, the Principals and their respective affiliates, and the Funds. Principals and certain employees of Parallel49 directly or indirectly own an interest in the Funds. As such, they are required to contribute their pro rata shares of capital calls, and receive pro rata distributions. To the extent that the Fund realizes a profit in the aggregate, the Adviser and Employees, through their investment in the Adviser, share in the Carry.

In addition, as referenced in Item 6 above, the Adviser is permitted to form, in addition to the Funds, parallel funds for the purpose of facilitating investors’ investment in the Funds for reasons such as regulatory or tax purposes. Currently, no such parallel investment vehicles have been formed for the Funds, to the extent they are formed, such vehicles may invest in one or more of the same portfolio companies as the Funds. As referenced in Item 6 above, the Adviser from time to time may offer investors in the Funds, or other investors, Co-Investment opportunities. Given Fund IV is fully invested, Co-Investment opportunities will typically arise if the Fund V’s allocation to a particular portfolio company has been met under the Offering Documents, a followon investment opportunity exceeds a prudent allocation of remaining Fund V capital, or the amount in investment available in a portfolio company exceeds a prudent allocation of the Funds. In allocating Co-Investment opportunities, the Adviser generally will consider a variety of factors such as (i) co-investment characteristics such as security type, size or dollar amount thresholds as communicated to Adviser by such potential investor; (ii) past co-investment experience with an investor; (iii) such investor’s ability to consummate an investment in a timely manner, or at all (iv) an investor’s ability to provide strategic value to a portfolio company; and (v) the size of the investor’s commitment to the Funds. Pursuant to the Offering Documents, the Adviser generally must obtain the prior approval of the Advisory Board for: (i) any purchase, sale or transfer of securities between a Fund, on the one hand, and the Adviser, employee, Principal, or their affiliates or related persons (“Conflict Parties”) on the other hand; (ii) any investment by the Funds in an entity which a Conflict Party has a direct or indirect material investment, or (iii) any investment by a Conflict Party in the securities of a person the Funds are actively considering, subject to limited exceptions. Parallel49 and its related persons do not purchase any securities for their own accounts from, or sell any securities for their own accounts to, the Funds. However, subject to applicable Fund investment guidelines and restrictions, the Adviser may direct one Fund to sell securities to another fund advised by the Principals. Such a transaction may be viewed as a principal transaction due to the ownership interest in the Fund by Adviser and its related persons. Cross transactions and principal transactions may give rise to conflicts of interest. To the extent that any such cross transaction may be viewed as a principal transaction due to the ownership interest in the Fund by the Adviser and its related persons, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act and its internal policies and procedures. For example, the Adviser will confirm, among other things: (i) that such transaction will be consistent with the investment objectives and policies of each Fund involved in the transaction, and (ii) that the transaction is effected at fair market value. In this instance, the Adviser is also mandated to bring the potential conflict of interest to the attention of the Advisory Board. Personal Trading The Funds are primarily invested in private securities, however, from time to time, the Adviser may possibly come into possession of material, inside information regarding investment opportunities. In order to maintain a high code of ethics, and monitor Parallel49’s employees, the Code requires that all personal trading be carried out in a way that does not endanger the interest of any Fund or constitute insider trading. The Code establishes certain procedures and a periodic securities transaction reporting system that is designed to monitor transactions in employees’ personal accounts and prevent any conflicts that may arise between employees’ personal securities transactions and transactions for the Funds. For purposes of the policy, an employee’s “personal account” generally includes any account (i) in the name of the employee, his/her spouse, his/her minor children or other dependents residing in the same household; (ii) for which the employee is

a trustee or executor; or (iii) which the employee otherwise controls. As noted in Item 8 and Item 10, Adviser personnel may invest in securities on their own account, provided any such investments are made in compliance with the Adviser’s Code of Ethics and compliance policies and procedures.

In selecting a broker for any transactions, the Adviser may consider a number of factors, including, for example, net price, reputation, financial strength and stability, efficiency of execution and error resolution, the size of the transaction and the market for the security. Given these various considerations, the Adviser will not obligate itself to obtain the lowest commission or best net price for a Fund on any particular transaction. Consistent with the Adviser seeking to obtain best execution, brokerage commissions on Fund transactions may be directed to brokers in recognition of research furnished by them, although Adviser generally does not make use of any such “soft dollar” arrangements at the current time, and has not made use of such services since its inception. The Adviser may consider the value of various research services or products, beyond execution, that a broker-dealer provides to the Adviser or its clients. Any decisions involving soft dollars will be made in a manner that satisfies the requirements of the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. That is, the Adviser will generally determine, considering all appropriate factors, that commissions and fees paid are reasonable in relation to the value of all the brokerage and research products and services provided by the broker-dealer. Because many of those research products and services could benefit the Adviser, it may have a conflict of interest in allocating brokerage business. In other words, the Adviser could have an incentive to execute Fund transactions through a broker-dealer that provides valuable services or products and pay transaction commissions charged by that broker-dealer which may be higher than the Adviser might otherwise be able to negotiate. In some cases, the commissions charged by a particular broker-dealer for a particular transaction or set of transactions may be greater than the amounts another broker-dealer who did not provide research services or products might charge. In allocating brokerage business, the Adviser may consider not only the particular transaction, and not only the value of brokerage and research services and products to a particular client, but also the value of those services in the Adviser’s performance of its overall responsibilities to the Fund. The Adviser does not use client brokerage to compensate or otherwise reward brokers for client referrals. The Adviser does not recommend, request or require the Fund to direct the Adviser to execute transactions through a specific broker-dealer. As the Adviser focuses on securities transactions of private companies, the Adviser generally does not engage in the aggregation of securities transactions for the Funds, however the opportunity may arise for the Adviser to purchase or sell securities for Fund accounts or affiliated funds at approximately the same time. Such orders may be combined or aggregated to facilitate obtaining

best execution and /or to reduce brokerage costs. When transactions are aggregated, the actual prices applicable to the aggregated transaction generally will be averaged, and all participating funds will be deemed to have purchased or sold their respective shares of the security, instrument or obligation involved at such average price. Further, all transaction costs incurred in effecting the aggregated transaction generally will be shared on a pro rata basis among all participating Funds.

Audited financials and related tax forms are distributed electronically to the Funds and their investors within 90 days of the Funds’ fiscal year end. Upon request, the Adviser may provide the reports, financial statements and tax forms in hardcopy. Once every calendar year, the Adviser will hold an annual general meeting, providing a more detailed update of portfolio investments, and overall Fund performance. The Adviser also holds one-on-one meetings with Fund investors, upon the latter’s request or in the Adviser’s discretion, to update the Fund investors on the status of Fund investments.

The Adviser requires placement agents to have all appropriate licenses and registrations to conduct their business, including when applicable, to be registered as broker-dealers with the SEC and to be members of the Financial Industry Regulatory Authority.

Consistent with the requirements of Rule 206(4)-6 of the Advisers Act, before voting client securities, the Adviser will consider all the relevant facts and circumstances surrounding the matter to be voted upon and any documents provided in connection with such matter, and will establish that: (i) there is a clear understanding of the vote at hand; (ii) any potential conflicts of interest are identified and communicated to the client prior to voting; and (iii) disclosure is provided as to how clients may obtain information on how their securities were voted. The Adviser reserves the right to abstain on any particular vote or otherwise to withhold its vote or consent on any matter if, in the judgment of the Principals, the costs associated with voting such proxy outweigh the benefits to the applicable Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of the applicable Funds. Upon request to the Adviser, Fund investors may obtain a copy of Adviser’s proxy voting policies or information on how Adviser voted proxies on behalf of the Fund.