EQT Partners Inc.: investment adviser

The Adviser has also entered into investment advisory or management agreements with one or more investment vehicles (the “Co-Invest Vehicles”) that invest alongside one or more Funds in one or more investments. In addition, the Adviser has entered into management agreements (together with the agreements referenced in the preceding sentence, the “Direct Advisory Agreements”) with certain holding companies, sponsored by EQT AB, that seek to acquire, own and control portfolio companies (the “OpCos”). The Direct Advisory Agreements will appoint the Adviser to act as an investment manager or adviser to the OpCos and Co-Invest Vehicles. With respect to certain Funds, the Adviser provides investment advice to the Fund’s General Partner and/or Manager that is tailored to the Fund’s particular investment objectives (as set forth in the Fund’s respective private placement memorandum). Such Funds, which are counted as “pooled investment vehicle” clients of the Adviser in Item 5.D of the Adviser’s Form ADV Part 1, are referred to herein as the “Sub-Advised Clients” and pursue certain infrastructure, venture, life sciences and private equity investment and asset holding strategies, as described further in Item 8 below. With respect to other Funds, the Adviser does not provide investment advice to the Fund’s General Partner or Manager (as applicable) that is tailored to the Fund’s particular investment objectives. Those Funds are not counted as clients of the Adviser in Item 5.D of the Adviser’s Form ADV Part 1. In addition, with respect to the OpCos, Co-Invest Vehicles and the Open-Ended Investment Vehicle (as defined below), the Adviser seeks to tailor its investment advisory services based on any investment or portfolio objectives or criteria set forth in their respective advisory agreements or governing documents. The Sub-Advised Clients, the OpCos, the Open-Ended Investment Vehicle and the Co-Invest Vehicles are collectively referred to herein as the “Clients.” In addition, certain personnel of the Adviser serve on the investment advisory committee of an open-ended investment vehicle complex that is managed by one of the Affiliated Managers and that invests in and/or alongside other investment funds and vehicles sponsored or managed by affiliates of EQT AB (the one or more vehicles comprising such complex, the “Open-Ended Investment Vehicle” ). References to “Funds” and to “Sub-Advised Clients” below shall be deemed to include the Open-Ended Investment Vehicle, unless otherwise noted. One or more vehicles comprising the Open-Ended Investment Vehicle is governed by its board of directors, which delegates certain functions to an Affiliated Manager, while one or more other vehicles comprising the Open-Ended Investment Vehicle are governed by such Manager. References to

“Manager” or “Managers” below shall be deemed to include the board of directors of the OpenEnded Investment Vehicle or the OpCos, as and where the context so requires. Fund Structure Each Fund is managed by its respective General Partner and/or Manager, which (where applicable) investigates, analyzes, structures and negotiates potential investments. Each Fund’s General Partner or Manager makes all investment decisions for such Fund, and the management and the conduct of the activities of such Fund remains the responsibility of the General Partner and/or Manager. The Adviser recommends (or is involved in recommending) investments to the applicable General Partner and/or the applicable Manager of the Sub-Advised Clients. Certain of the General Partners do not control, are not controlled by, and are not under common control with the Adviser; however, certain of the General Partners are under common control with the Adviser. OpCo Structure Each OpCo is governed by its respective board of directors and EQT AB. Pursuant to the terms of the applicable Direct Advisory Agreement, each OpCo has engaged the Adviser to provide it with portfolio management services. The Adviser is responsible for making all portfolio acquisition and disposition recommendations to each OpCo, subject to its governing documents and the oversight of its board of directors. Investment Restrictions The Adviser seeks at all times to provide investment advice in respect of a Client in accordance with the investment restrictions contained in the relevant limited partnership agreement (or equivalent documentation) and the terms of the relevant Sub-Advisory Agreement or Direct Advisory Agreement (if applicable). However, in the case of the Sub-Advised Clients, each General Partner, and/or Manager, is responsible for ensuring, if applicable, that such Client complies with its investment restrictions. Management of Client Assets The Adviser provided investment advisory services with respect to approximately $$39,196,925,743 of Client assets on a nondiscretionary basis as of December 31, 2025.

(generally based on the number of the Adviser’s partners who focus on the strategy pursued by the Fund). On a semi-annual or quarterly basis (as applicable depending on the Fund), the Adviser invoices the relevant General Partner or Affiliated Manager an amount equal to the budgeted investment advisory fee for the upcoming six months or quarter (as applicable depending on the Fund). Prior to the end of each calendar year, the Adviser determines the actual amount of the investment advisory fee incurred up to the relevant cut-off date and an estimate of the amount budgeted for the remaining period of the relevant calendar year, and invoices the relevant General Partner or Affiliated Manager (such invoiced amount, the “preliminary fee”). Following the end of each calendar year, the Adviser determines the actual investment advisory fee for the preceding year. If the fee paid in advance exceeds the preliminary fee or the actual fee, then the Adviser will return the excess amount to the relevant General Partner or Affiliated Manager as soon as is reasonably practicable. Likewise, if the preliminary fee or the actual fee exceeds the fee paid in advance, then the relevant General Partner or Affiliated Manager will pay the Adviser an amount equal to the excess as soon as is reasonably practicable. If the Adviser’s appointment by the General Partner or Manager is terminated, then the parties will adjust the investment advisory fee in respect of the period when the termination takes place on a time apportioned basis. Adviser Compensation – OpCos The Adviser charges a management fee to each OpCo (the “OpCo Management Fee”), payable monthly in arrears in an amount equal to (i) 1.25% per annum of the month-end net asset value (“NAV”) attributable to Class I Shares, Class D Shares, Class S Shares, Class J Shares and Class E Shares and (ii) subject to an OpCo Management Fee waiver through March 31, 2026, 1.00% per annum of the month-end NAV attributable to Class A-I Shares, Class A-D Shares, Class A-S Shares and Class A-J Shares (collectively, the “Founder Shares”) for a 36-month period following the initial offering of shares and 1.25% per annum of the month-end NAV attributable to such Founder Shares thereafter, each before giving effect to any accruals for any fees, share repurchases for that month, any distributions and without taking into account any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which the OpCo indirectly acquires and holds a portfolio company, as determined in the good faith judgment of the Adviser. Such OpCo Management Fee is calculated based on the OpCo’s transactional net asset value, which is the price at which the OpCo sells and repurchases its Shares. The OpCo Management Fee may be paid, at the Adviser’s election, in cash or Class T Shares. Adviser Compensation – Co-Invest Vehicles The Adviser does not currently receive any advisory compensation from the Co-Invest Vehicles. However, the Co-Invest Vehicles may, in some circumstances, pay a fee to their respective general partners, which would be set forth in the respective Co-Invest Vehicle’s governing documents.

Additional Fees and Expenses The Clients typically pay to the General Partner, Affiliated Manager or an affiliate thereof, as the case may be, a priority profit share, a management fee, a performance allocation and/or carried interest (or, in each case, an equivalent), as applicable, in accordance with the applicable Client’s advisory agreement, limited partnership agreement or other organizational, governing or offering agreement (as supplemented or amended, each a “Governing Agreement”). The priority profit share, the management fee, the performance allocation and/or carried interest (or, in each case, an equivalent), as applicable, may be reduced or waived for certain Limited Partners (as defined below) in the discretion of the General Partner, the Affiliated Manager or an affiliate thereof (excluding, for the avoidance of doubt, the Adviser), as the case may be. In addition to the priority profit share, the management fee, the performance allocation and/or carried interest, if applicable, the Clients bear (to the extent not reimbursed by a portfolio company or other third-party) certain costs and expenses, including those incurred by the General Partners, Managers, Adviser and/or their affiliates, in connection with the operation and activities of the Clients, including but not limited to: (i) certain organizational expenses (that are typically limited by a cap amount defined in the applicable Governing Agreement of each Client); (ii) fees for professional services, including fees for legal, tax, accounting, audit and other consultancy services; (iii) banking and financing costs, including arrangement fees, commitment fees and transactions costs and typically related to a credit facility or other borrowing arrangement established for the Clients; (iv) investment relations and public relations expenses directly related to the relevant Client; (v) other administrative costs, including costs relating to fund valuation and related audit work, costs for fund administration, depositary costs, tax expenses, costs for production and filing of Client reports, regulatory filing fees and expenses and regulatory or compliance costs; (vi) deal costs for both consummated and aborted deals, including costs for legal, commercial/strategy, financial and tax advisors, bank charges,deal-related costs of industrial advisors and travel; (vii) fees, costs and expenses incurred in respect of procurement services and digitalization services provided by the Manager and/or its affiliates; and (viii) premiums and fees for insurance for the benefit of, or allocated to, the Client. The Managers and General Partners of the Clients allocate expenses among parties in the manner prescribed by the applicable Governing Agreements for such Clients, and in cases where costs and expenses are properly allocated between or among multiple parties, the allocation would be done in a manner that the Managers and General Partners consider to be fair and equitable, taking into consideration applicable Governing Agreement provisions. In respect of the Open-Ended Investment Vehicles and OpCos, certain distributors or other financial intermediaries through which an investor acquires an interest in such vehicle, may charge such investor upfront selling commissions, placement fees, subscription fees, administrative fees or similar fees (“Subscription and Servicing Fees”). In certain circumstances, the Subscription and Servicing Fees may be paid to the Manager or the applicable Open-Ended Investment Vehicle or OpCo and reallocated, in whole or in part, to the distributor or other financial intermediary through which an investor acquires an interest in such vehicle. Further details with respect to Subscription and Servicing Fees for a specific Open-Ended Investment Vehicle or OpCo are included in such vehicle’s governing and/or offering documents.

The discussions of fees and expenses in this Item 5 do not purport to provide prospective investors with a complete or comprehensive description of all fees and expenses associated with an investment in a particular Client, which fees and expenses vary to some degree from Client to Client. A prospective investor in a Client should review the more detailed and complete descriptions of the fees and expenses paid by the Client that are included in the Client’s governing documents and/or private placement memorandum (or equivalent).

This carried interest creates an incentive for such supervised persons to recommend investments that may be riskier or more speculative than those which would be recommended under a different fee arrangement. The Adviser is not responsible for the allocation of investment opportunities among the Funds and any co-investment vehicles that invest alongside the Funds (other than the Co-Invest Vehicles). EQT AB, the General Partners and/or the Affiliated Managers are responsible for the allocation of investment opportunities among the Funds, their respective co-investment vehicles (other than the Co-Invest Vehicles), and the Open-Ended Investment Vehicle, as discussed further in Item 10. The Adviser is involved in determining the allocation of acquisition opportunities to the OpCos and the Co-Invest Vehicles, as discussed further in Item 10.

Interests in the Funds and Co-Invest Vehicles may be purchased only by investors that are (a) “accredited investors,” as defined in Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” for purposes of section 3(c)(7) of the Investment Company Act, (b) persons who are not “U.S. persons” for purposes of Regulation S under the Securities Act or “United States persons” for purposes of Rule 203(m)-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and/or (c) persons who meet other suitability requirements, such as those for Retail Investors as defined

by Directive 2014/65/EU of the European Parliament and the Council of 15 May 2014 on markets in financial instruments and amending Directives 2002/92/EC and 2011/61/EU. Interests in the OpCos may be purchased only by investors that are (a) “accredited investors,” as defined in Regulation D under the Securities Act, and/or (b) persons who are not “U.S. persons” for purposes of Regulation S under the Securities Act or “United States persons” for purposes of Rule 203(m)1 under the Advisers Act. Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Clients described herein. Any such offer or solicitation will be made only by means of the applicable Client’s Private Placement Memorandum.

The Equity investment strategy is to seek to make investments in mid-sized to large companies with strong market positions, significant potential for revenue and earnings growth, strong cash flows and a solid platform that can retain and/or attract high quality management. In particular, this strategy intends to make investments within the healthcare, technology and business services sectors in its core European markets (the Nordic Region, DACH, Benelux, France, Italy, Spain and the United Kingdom) and the United States. The Ventures investment strategy will seek to make equity and equity-related minority investments in tech companies ranging from early stage to growth investments, primarily in Europe. In addition, the strategy will seek early growth and growth investments in United States companies, as well as other regions, that seek to expand globally into Europe and other parts of the world. The Futures investment strategy will seek to make equity and equity-related investments in mature, high-quality and stable business. The strategy intends to make investments primarily that are primarily connected to, or have their primary place of business located in, the Nordic region, German-speaking Europe, Benelux, France, Italy, Spain, the UK and the USA. The Growth investment strategy will seek to make equity and equity-related investments in tech companies primarily within the sub-sectors of (i) enterprise; (ii) con/prosumer health; (iii) health; and (iv) climate, primarily in Europe. The Life Sciences investment strategy is to seek to make investments in innovative earlystage private life sciences companies with highly innovative products, a strong scientific and

clinical rationale and significant breakthrough potential. The strategy will seek to primarily invest in companies involved in drug and medical device development located in the Benelux and German-speaking regions of Europe. The Open-Ended Investment Vehicle investment strategy is to seek to (i) make capital commitments to other EQT Vehicles that are current and future private market, commingled, blindpool funds, investment vehicles or other arrangements and, in certain cases, undertake secondary market purchases of existing interests in any such EQT Vehicles, and (ii) participate in investments alongside any such EQT Vehicles in respect of certain of such EQT Vehicles’ portfolio investments. The OpCos are holding companies that seek to acquire, own and control portfolio companies through joint ventures with Funds organized in the geographies and sectors where EQT AB is currently active, including North America, Europe and Asia Pacific, and in sectors such as healthcare, technology and business services. When providing advice with respect to the Clients, the Adviser draws upon its knowledge of the relevant industry. The Adviser bases its recommendations on inter alia, the potential investment’s market position and its ability to attract management talent, to identify strategic objectives and to implement business improvements. The Adviser generally focuses on portfolio investments in North America. During the investment process, the Adviser will review the investment opportunity to comprehend a target’s market position, competition, customer dynamics and management in addition to the financial due diligence of analyzing cash flows and financial models under various scenarios. The Adviser also utilizes the expertise of a group of former CEOs and senior executives and, as needed, other third-party consultants, especially with regards to the legal, insurance and environmental review. The Adviser provides advice to the OpCos and the General Partners and Managers, as applicable, with respect to improvements to asset performance and the operations of certain Client portfolio companies, including the preparation of the portfolio companies for sale to larger funds, strategic buyers or via listing. The Adviser may, in the future, provide advice with respect to investment vehicles or holding companies that pursue business strategies other than those described above. In addition, the Adviser may, in the future, provide investment advice with respect to one or more investment vehicles (“Continuation Vehicles”) established for the purpose of purchasing one or more investments from a Fund (sometimes, but not always, where the selling Fund is approaching the end of its term).

Certain Risks Relating to the Investment Strategy of the Clients An investment in the Clients involves risk of loss to investors and other risks, which may include (depending, in part, on the strategy of the applicable Client), but are not limited to, risks relating to:

a highly competitive market for investments and for third-party partners and service providers;

the difficulty of locating suitable investments;

reliance on certain key personnel of the Adviser and its related persons and the management personnel of the portfolio companies of the Funds;

lack of diversification;

potential liabilities in connection with controlling positions in portfolio companies of the Clients;

limitations due to regulatory and other restrictions;

difficulties with raising sufficient capital to implement the Clients’ investment strategies, as applicable;

minority interests in portfolio companies;

political, security, civil disturbances, and other general economic conditions;

illiquidity of investments and restrictions on transfers and withdrawals;

exposure to portfolio company and related party claims;

availability of debt financing for transactions;

holding interests in portfolio companies with high levels of debt;

amendments to the European shareholder rights directive;

changes in currency exchange rates;

the failure of limited partners to meet drawdown notices;

in-specie distributions;

restrictions on redemptions and withdrawals with respect to interests in the Clients;

differences in liquidity, offering price, fees and transferability between classes of interests in the Open-Ended Investment Vehicle that are listed on a public stock exchange and those classes of interests which are not publicly listed;

indemnification of the General Partners, the Managers (if applicable) and the Adviser and their related persons;

risks associated with investment through a master-feeder structure;

risks associated with investments in (and/or alongside), and borrowings by, other EQT Vehicles;

compliance with the European Union Alternative Investment Fund Managers Directive, including “anti-asset stripping” requirements;

compliance with certain amendments to the European shareholder rights directive, SRD II, in force from September 3, 2020;

inaccuracies in the valuation of the Clients’ assets;

lack of operating history and other available information in relation to certain portfolio companies or assets;

reliance on management, support and other services that the Adviser receives from its affiliates;

fraud and misconduct of firm personnel or service providers;

changes in regulatory conditions, including those that could result from recent political events and developments;

protectionist and similar trade policies;

changes in tax laws and challenges to tax positions;

a narrow customer base;

litigation risk;

counterparty defaults on contractual obligations to the Clients’ investments;

the effects of inflation on future cash flows;

the difficulties of completing construction on time, on budget and to the requested specifications;

operational and technical risks (including cybersecurity, artificial intelligence and identity theft risks) relating to the ongoing operations of the Clients, the Clients’ assets and their

service providers (including the Adviser, the General Partners, the Managers and their affiliates);

demand, usage, patronage, and supply risks of the Clients’ assets;

scrutiny and regulation of the financial services industry, in general, and the private equity industry, in particular (including costs and burdens associated with complying with recent and future SEC rulemakings);

compliance with anti-corruption laws and regulations and with economic and trade sanctions;

compliance with anti-money laundering laws and regulations;

environmental regulations;

risks associated with the use and regulation of artificial intelligence and machine learning technologies;

changes in data protection laws and regulations;

compliance with public disclosure regulations, including the U.S. Freedom of Information Act (“FOIA”);

the effects on the value of portfolio investments from political, economic and social factors and changes in the laws or regulations in, and political developments and events in, certain countries, including those in which the Clients may invest;

the economic instability, currency fluctuations and adverse effects on international markets, international trade agreements, and other existing cross-border cooperation arrangements associated with the withdrawal of the United Kingdom from the European Union;

natural disasters and other force majeure events;

climate change, climatological risks and sustainability risks;

global geopolitical and military conflicts and their impact on the economy and business activity globally;

epidemics, pandemics and other public health issues, the measures taken by governments and businesses in response thereto and their adverse impacts on economic and market conditions;

risks associated with instability in the global banking industry, including the impact such instability may have on the global economy broadly;

the privatization of certain state-owned portfolio companies;

risks associated with unionization and other collective labor actions at portfolio companies;

the control and restrictions of foreign investments in certain countries in which the Clients may invest, including the Committee on Foreign Investment in the United States, EU Regulation 2019/452, and the UK National Security and Investment Act 2021;

the special risks associated with investments in countries with emerging economies, political or social instability or legal systems that lack transparency or afford limited protections to foreign parties;

the difficulties in enforcing legal rights in certain countries in which the Clients may invest;

the risk of the OpCos being required to register under the Investment Company Act of 1940 and the commercial and regulatory impact of such a requirement;

the credit risk on underlying companies to the extent that obligators are unable or unwilling to fulfill their debt obligations;

the risk of utilizing a subscription-based credit facility with respect to investments and the impact of such facility on the IRR and leverage of the relevant Funds;

the interest rate risk associated with any borrowing;

holding interests in private, early-stage and private, later-stage companies;

holding interests in companies heavily reliant on the success of uncertain research and development programs;

investments in companies in the energy sector, including those that are heavily reliant on favorable regulatory environments;

investments in hybrid instruments with debt-like characteristics;

investments in companies whose products and services are subject to strict regulation by the FDA (USA), EMA (Europe) and similar agencies in other jurisdictions;

investments in companies whose success is highly dependent on their ability to obtain patents, defend existing patents and trade secrets and operate in a manner that does not infringe on the intellectual property rights of third parties;

potential product liability risks, including the costs associated with obtaining product liability insurance;

the effects of acquiring confidential or material non-public information, restrictions from initiating transactions in certain securities, and information sharing restrictions;

co-investments and follow-on investments;

conflicting investor interests;

new competitors, including those formed for the purpose of investing in portfolio companies in Europe and the United States;

existing competitors combining in a way that increases their strength in the market;

leverage risk in connection with the Clients utilizing debt to fund their investments and securing such borrowings with Client assets;

risks relating to investments in loans that are non-performing or in other troubled assets that may involve financial risk; and

legal, regulatory, taxation and similar risks relating to intermediate investment vehicles and structures.

A prospective investor in a Client should carefully review the applicable Private Placement Memorandums and/or other offering materials for a more detailed and complete description of the risks associated with investing in the Client.

A prospective investor in a Client should carefully review the applicable Private Placement Memorandum and/or other offering materials for a more detailed and complete description of potential conflicts of interests related to an investment in the Client. In addition, investment advice will be provided in respect of the OpCos and Co-Invest Vehicles by certain directors, officers or employees of non-U.S. related persons (including one or more Affiliated Managers) of the Adviser (such individuals, in such capacity, the “Participating Affiliates”). The Participating Affiliates will remain subject to the supervision of the Adviser in respect of their provision of investment advisory services to the Clients.

EQT AB owns all of the equity interests of EQT Real Estate, LLC, EQT Real Estate Advisor US, LLC and their affiliates, as well as the general partners and sponsors of the funds they manage (collectively, “EQT RE”). EQT RE is a global real estate investment manager that offers investment advisory, management, administrative and other services to pooled investment vehicles, joint ventures and to institutional investors through managed accounts. In particular, EQT RE acquires, manages, operates, monitors and disposes of real estate assets principally located in North America, Western Europe and the APAC Region with a focus on industrial properties, flex/office properties and multi-family properties. In addition, EQT RE is vertically integrated to acquire, develop, redevelop, reposition, operate, lease, manage and sell these real estate assets. Some marketing and investor relations personnel of the Adviser are involved in marketing EQT RE’s products and services to prospective investors and in performing investor relations functions with respect to existing investors in funds managed or sponsored by EQT RE. EQT AB has established EQT Partners BD, LLC (“EQT BD”), which is an SEC-registered broker-dealer and a member of the Financial Industry Regulatory Authority (“FINRA”). The registered representatives of EQT BD are dual employees of EQT Real Estate, LLC and EQT Partners Inc. and some of these dual employees are engaged in both EQT RE’s or EQT Partners Inc.’s advisory activities and the brokerage activities of EQT BD. EQT RE and EQT assume the compensation costs of the registered representatives in accordance with an expense sharing agreement that is consistent with NASD Notice to Members 03-65. EQT BD is an indirect whollyowned subsidiary of EQT AB. EQT RE and EQT engage EQT BD to distribute and/or market the securities of EQT RE and EQT sponsored funds. EQT BD is not expected to receive any compensation in exchange for the distribution and marketing services it provides in respect of the EQT RE and EQT sponsored funds. EQT RE and EQT sponsored funds are targeted generally to major institutional investors that have experience, or hire consultants who have experience, with investing in the funds of the sort managed by EQT and EQT RE. Potential investors have the ability to meet with and request additional information from senior members of the management team. Neither the Adviser nor its affiliates trade in specific securities through EQT BD for Clients’ accounts. EQT AB owns all of the equity interests of Baring Private Equity Asia (“BPEA”), a private markets investment firm in Asia. BPEA’s investment strategy focuses on managing mid to largecap companies in Asia with a focus on private equity and real estate. The General Partners and, if applicable, the Managers, in respect of the Funds and certain other EQT Vehicles, and the Adviser, in respect of the OpCos and Co-Invest Vehicles, are responsible for, or are otherwise involved in determining, the allocation of investment opportunities among the EQT Vehicles, some of which have investment strategies that overlap with the investment strategies of a Client or may target investments that would exceed any investment restriction of a Client or which it would otherwise not be prudent for a Client to make on its own. As a general matter and as discussed further in the Private Placement Memorandums and Governing Agreements of the relevant Clients, the General Partners or Managers, in respect of the Funds and certain other EQT Vehicles, or the Adviser, in respect of the OpCos and CoInvest Vehicles, will allocate, or otherwise recommend the allocation of, investment opportunities in good faith, based on the applicable investment objectives and/or guidelines of such EQT Vehicles, taking into account factors such as the sourcing of the transaction, the relative amounts

of capital available for deployment, principles of diversification, the nature of the prospective investment and the target return profile of such funds and vehicles (bearing in mind that actual returns from an investment may not be in line with target returns) and other considerations believed to be relevant by the relevant General Partners the, Managers or the Adviser, as applicable. There are situations in which a General Partner or Manager, in respect of a Fund, or the Adviser, in respect of an OpCo, determines or recommends that a Client or other EQT Vehicle, should not take up an entire investment opportunity and that one or more parties should participate in the investment opportunity alongside the Client or other EQT Vehicle. Any such determination or recommendation will be made at the sole discretion of the respective General Partner or Manager, in respect of a Fund, or the Adviser, in respect of the OpCos, and while such opportunities may be offered to investors in the relevant Fund, the General Partner and Manager have no obligation to do so. In allocating co-investment opportunities, the Adviser (in respect of OpCos and Co-Invest Vehicles) and the General Partner or Manager (in respect of other potential co-investors, which may include other EQT Vehicles) will take into account various facts and circumstances they deem relevant. Investing in a Client does not entitle an investor to allocations of co-investment opportunities and co-investment opportunities may be, and often are, offered to some, but not all, investors. The Adviser (in respect of OpCos and Co-Invest Vehicles) and the General Partner or Manager (in respect of other potential co-investors, which may include other EQT Vehicles) may have incentives to offer all or part of a co-investment opportunity to certain co-investors in preference to others, and such incentives may from time to time give rise to conflicts of interest. In addition, co-investors, and any vehicles through which they make investments alongside one or more Clients, may be, and often are, subject to more preferential management fee, priority profit share and carried interest terms than some or all of the limited partners of the EQT Vehicles that they invest alongside. The Adviser, its affiliates and their respective personnel and related parties engage and retain third-party industrial advisors, consultants, senior advisors, operating advisors, industry experts, joint venture and other partners, professionals and market participants, any of whom might be current or former executives or other personnel of the Adviser or its affiliates or portfolio companies of the Clients or other EQT Vehicles (collectively, “Consultants”), to provide a variety of services. Similarly, the Clients and their portfolio companies retain and pay (directly or indirectly) compensation to Consultants to provide services, or to undertake a strategy to originate, acquire and develop assets and businesses in a particular sector or involving a particular strategy or engage in certain strategic, operational or developmental initiatives. Any amounts paid (directly or indirectly) by the Clients or a portfolio company to Consultants in connection with the above services, including cash fees, profits, or equity interests in a portfolio company, discretionary bonus awards, performance-based compensation (e.g., carried interest), retainers and expense reimbursements, will be treated as Client expenses or expenses of a portfolio company, as the case may be, and will not be chargeable to the Adviser or its affiliates or deemed paid to or received by the Adviser or its affiliates, or offset or reduce any priority profit share or any management fees (or, in each case, an equivalent) to the General Partner or the Manager of the relevant Client or to the Adviser (as the case may be) or be subordinated to the return of the Limited Partners’ capital. Amounts charged by Consultants will not necessarily be confirmed as being comparable to market rates for such services. Such expenses may be borne directly by the Clients as Client expenses (or broken deal expenses, if applicable) or indirectly through expenditures by a portfolio company. None of such portfolio companies or Consultants will be treated as affiliates of the Adviser for

purposes of the Governing Agreements, and none of the fees, costs or expenses described above will reduce or offset the priority profit share or the management fees (or, in each case, an equivalent). Typically, certain EQT executives, Consultants, members of Client investment advisory committees and/or other persons connected with EQT (including, in certain circumstances, some employees of the Adviser) invest alongside Clients in portfolio investments (either directly or indirectly). Such individuals, and any vehicles through which they make investments alongside Clients, are often not required to pay priority profit share, management fees or carried interest (or, in each case, an equivalent) in connection with such investments. Circumstances could arise where the Adviser provides investment advisory services directly to, and/or to General Partners and Managers in respect of, two or more Clients that acquire interests in different parts of a portfolio company’s capital structure. Because of the different legal rights associated with the different parts of the portfolio company’s capital structure, the Adviser may face a conflict of interest in respect of the advice it gives with respect to, and the actions it takes for the benefit of, one Client versus another Client (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations, participation in market re-pricing transactions, and the resolution of workouts or bankruptcies or other consents of debt-holders). Given the nature of such conflicts, there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both Clients and the action taken for one Client may be adverse to another Client. Investments by more than one Client in a particular portfolio company may also raise the risk of using assets of one Client to support positions taken by another Client. In addition, the Adviser is often involved in overseeing or monitoring the management and operations of Client portfolio companies, and conflicts of interest could arise from time to time between two portfolio companies that are owned by different Clients, or between a Client and the portfolio company of another Client. For example, a portfolio company of a Client could compete with another Client or a portfolio company of another Client for one or more investment opportunities or could generally be in competition with another Client or a portfolio company of another Client due to the nature of their business. In addition, portfolio companies of a Client could be counterparties or participants in agreements, transactions or other arrangements with that Client, other Clients and portfolio companies of Clients, including for the provision of goods and services (e.g., asset management services), the purchase and sale of assets and businesses and other matters. These agreements, transactions and other arrangements may involve payment of fees and other amounts and/or other benefits to EQT, a Client and/or a portfolio company of a Client. There can be no assurance that the terms of any such agreement, transaction or other arrangement will be as favorable to a Client or its portfolio company as otherwise would be the case if the counterparty or other participant were not a Client portfolio company or otherwise affiliated with EQT. Moreover, supervised persons of the Adviser serve as directors of Client portfolio companies from time to time and, in that capacity, could owe fiduciary duties to such portfolio companies. As a result, any such supervised person would have a conflicting division of loyalties with respect to any circumstance where the portfolio company’s interests come into conflict with a Client’s interests. Furthermore, EQT could, in the future, determine to form, invest in or utilize one or more broker-dealer (or similar) entities that may, from time to time, either itself or in conjunction with third parties be engaged to manage, advise or otherwise participate in, underwriting syndicates, or provide services in respect thereof or engage in similar activities (including “sell-down” services),

with respect to the securities and/or debt instruments of Client portfolio companies and noncontrolled entities in or through which various Clients invest. EQT could itself choose to underwrite, or provide services relating to, the financing of, or issuing of interests or other financial instruments in respect of, all or part of an investment (including in connection with an initial public offering or similar event with respect to a portfolio company of a Client) in whole, or in part, using its own balance sheet capital, and may provide capital markets advisory, acquisition and other form of financing and syndication services to one or more portfolio companies of the Clients. EQT could receive an underwriting, syndication, placement and/or other fees or compensation in connection with such services that may be retained by EQT without any corresponding Client management fee and/or priority profit share offset. Certain conflicts of interest could arise as a result of such arrangements. The Adviser will devote such time and attention to a given Client as it determines to be necessary to conduct its business affairs in an appropriate manner. However, personnel of the Adviser, work on various projects, serve on committees and source potential investments for, provide service with respect to multiple Clients and otherwise assist the investment programs of multiple Clients and portfolio companies thereof and, as a result, not all of their business time will be devoted to a given Client. However, a core group of the Adviser’s investment professionals will devote such time and attention as is reasonably necessary to the business related to the Funds (and their respective investments) and their related entities (which may include separate accounts, dedicated managed accounts and/or investment funds formed for specific investments). Furthermore, the Adviser’s personnel derive varying degrees of financial benefit from these different activities, including fees and performance-based compensation. These and other factors create conflicts of interest in the allocation of time and attention by the Adviser’s personnel. The Open-Ended Investment Vehicle, will invest in and/or alongside the other EQT Vehicles, some of which are Clients. Conflicts of interest may arise in respect of the Adviser’s, or its affiliates’, management of the Open-Ended Investment Vehicle and the Adviser’s, or its affiliates, management of the relevant other EQT Vehicle in which the Open-Ended Investment Vehicle invests, as the case may be. While the Adviser is required to act in best interest of the Open-Ended Investment Vehicle, it is also (to the extent the other EQT Vehicle is a Client) required to act in best interest of the relevant other EQT Vehicle as a whole, in which the OpenEnded Investment Vehicle is expected to be a passive, minority investor. While limited partners participating in certain other EQT Vehicles will generally be expected to have certain consent and/or voting rights based on their respective commitment amounts to the other EQT Vehicle, the Open-Ended Investment Vehicle, as a limited partner in the other EQT Vehicles in which it invests, could be considered a related-party and could therefore not be afforded the benefit of any such voting and/or consent rights. To the extent that the Open-Ended Investment Vehicle does secure the benefit of any voting or consent rights with respect to an other EQT Vehicle, then any such voting or consent rights will be exercised by the Manager of the Open-Ended Investment Vehicle on behalf of the Open-Ended Investment Vehicle at its discretion, and the Manager of the OpenEnded Investment Vehicle will not be required to seek any input or direction as to how to exercise such consent or voting right. Conflicts of interest could be expected to arise in connection with the exercise of any such voting or consent rights. In addition, conflicts can be expected to arise in the allocation of assets by the Open-Ended Investment Vehicle, to any other EQT Vehicles. Subscriptions for interests in the EQT Vehicles

will generally be made during the fundraising period for such EQT Vehicles and the Manager of the Open-Ended Investment Vehicle and its affiliates (including the Adviser) have an interest in ensuring that any targets or so-called ‘hard-caps’ that are set for the maximum amounts to be raised for the fund are achieved. As a result, the Manager of the Open-Ended Investment Vehicle and its affiliates (including the Adviser) will have an incentive to subscribe (or recommend subscriptions) for commitments to those EQT Vehicles that are at risk of not reaching any such target or ‘hardcap’ (which could be for a variety of reasons that are not necessarily within their control), which could result in increased subscriptions to such EQT Vehicles and correspondingly less to other EQT Vehicles. Conversely, circumstances may arise where a relevant EQT Vehicle to which a Fund wishes to commit is ‘oversubscribed’, meaning that the amounts prospective investors would ideally like to commit to the relevant EQT Vehicle cannot be accepted in full. This may result in the manager of the relevant EQT Vehicle adopting a program of scale-backs, whereby the EQT Vehicle accepts less than the full desired commitment of prospective investors, or decides not to accept an offered commitment at all. To the extent that any scale-backs are imposed, such scalebacks may be imposed in such manner and according to such criteria as the Manager of the EQT Vehicle determines to be appropriate in its discretion. In this regard, it should be noted that such scale-backs may not necessarily be implemented on a pro-rata basis across all prospective investors, but on a selective basis, and therefore the Open-Ended Investment Vehicle may suffer disproportionate scale-backs as compared with other prospective investors. As a result, the OpenEnded Investment Vehicle could miss out on investing in high-performing EQT Vehicles to the full extent desired, or may not be able to participate at all, which would adversely affect the returns generated by the Open-Ended Investment Vehicle. The OpCos invest alongside other EQT Vehicles, some of which are Clients. Conflicts of interest may arise in respect of the Adviser’s or its affiliates’ management of the OpCos and the Adviser’s or its affiliates’ management of the relevant EQT Vehicles alongside which the OpCo acquires an interest in a portfolio company, as the case may be. While the Adviser is required to act in best interest of the OpCos, it is also (to the extent the other EQT Vehicle is a Client) required to act in the best interest of the other EQT Vehicle. The valuation of Clients’ investments, which involves subjective judgments, will affect the amount and timing of the General Partner or Manager’s performance-based compensation and, under certain circumstances, the amount of management fees payable to the Adviser and/or its affiliates. As a result, there can be expected to be circumstances in which the General Partner or the Manager and its affiliates are incentivized to defer realization of portfolio company interests, recommend or make more speculative investments, seek to deploy (or recommend deploying) capital in investments at an accelerated pace, hold portfolio company interests longer, avoid or delay writing off investments and/or determine valuations that are higher (or lower) than the actual fair value of a portfolio company interest, which generally remains in the sole discretion of the General Partner or Manager. In particular, given that the amount of priority profit share, management fees, carried interest (or, in each case, an equivalent) and performance-based compensation will be dependent on the valuation of investments held by the Clients, which will be determined by the General Partner or Manager, the General Partner or Manager could be incentivized to value Client investments higher than if the priority profit share, management fees, carried interest and performance-based compensation were not based on the valuation of such Client investments.

As mentioned above in Item 8, the Adviser may, in the future, provide investment advice with respect to one or more Continuation Vehicles, which purchase one or more investments from a Fund. A Fund’s sale of one or more investments to a Continuation Vehicle implicates conflicts of interest, including as a result of any differences that exist between the management fee and carried interest terms applicable to the Fund and those applicable to the Continuation Vehicle. With respect to the aforementioned potential conflicts of interest, the General Partners or Managers of the relevant Clients, or the Adviser (where applicable), will seek to identify such conflicts and resolve them using their best judgment, but in their sole discretion, subject to the terms of the relevant Clients’ governing documents, as applicable, and applicable law. However, there can be no assurance that all conflicts of interest which may arise will be resolved by the General Partner or Manager, or the Adviser (where applicable) in a manner that is favorable to a particular Client.

The Code of Ethics includes provisions relating to the fiduciary duties of supervised persons, a prohibition on insider trading, the confidentiality of information concerning the Clients, their portfolio companies, Limited Partners and the Adviser, and reporting obligations relating to securities holdings and transactions, among other matters. Each supervised person is required to provide the Chief Compliance Officer (or its designee) with a written acknowledgement of his or her receipt of the Code of Ethics and any material amendments, and thereafter must certify on an annual basis to having read, understood and complied with the Code of Ethics. The Code of Ethics forbids any supervised person from engaging in any insider trading and from disclosing or using material non-public information in violation of applicable law. Securities transactions of supervised persons are monitored by the Chief Compliance Officer pursuant to the Code of Ethics in order to reasonably prevent or address conflicts of interest among the Adviser, “access persons” and clients. Subject to certain limited exceptions, certain of the Adviser’s employees (those considered to be “access persons” under the SEC rules) are required by the Code of Ethics policy to:

pre-clear certain personal securities transactions;

report personal securities holdings to the Chief Compliance Officer after becoming an employee;

quarterly report personal securities transactions to the Chief Compliance Officer; and

annually report personal securities holdings to the Chief Compliance Officer.

Certain classes of securities have been designated as exempt transactions under the Code of Ethics, based upon a determination that these exemptions would not materially interfere with the best interests of clients. Investors may request a copy of the Code of Ethics, free of charge, by contacting the Adviser’s Chief Compliance Officer. Participation or Interest in Client Transactions Certain investment professionals of the Adviser and certain employees of its related persons will have a material financial interest in the Clients and in the investments made by the Clients through their participation in carried interest vehicles and the co-investment vehicles. For this reason, among others, conflicts of interest can be expected to arise in connection with the allocation of investment opportunities. The Governing Agreements contain provisions addressing potential conflicts of interest involving the General Partners, Managers and their related persons, including the allocation of investment opportunities. In addition, the Adviser’s supervised persons are subject to policies and procedures relating to conflicts of interest. A prospective investor in a Client should carefully review the applicable Private Placement Memorandum and/or other offering materials for a more detailed and complete description of potential conflicts of interests related to an investment in the Client. See also Item 10 above for additional information regarding potential conflicts of interest.

There may be circumstances where the Adviser or the relevant General Partner or Manager may, but is not obligated to, purchase or sell securities for multiple Clients and/or other EQT Vehicle accounts at approximately the same time. Such orders may be aggregated or “batched” to facilitate obtaining best execution and/or to reduce brokerage commissions or other costs. Batched transactions are executed in a manner intended to ensure that no participating Client or other EQT Vehicle is favored over any other Client or other EQT Vehicle. When an aggregate order is partially filled, the securities purchased or sold will normally be allocated on a pro rata basis to each Client or other EQT Vehicle participating in such buy or sell order in accordance with the amount of securities originally requested for such Client or other EQT Vehicle. Exceptions to pro

rata allocations are permissible provided they are fair and equitable to the relevant Client and/or other EQT Vehicles over time.

As a public company with shares registered under the Exchange Act, each OpCo is subject to the information and reporting requirements of the Exchange Act. Annual reports containing audited financial information for each year and quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information are available to shareholders. The Adviser is not responsible for the review of the investment activities of the Funds. The General Partners and, in certain circumstances, the Managers of the Funds perform all such reviews and provide all related reports in accordance with the Private Placement Memorandums and the Governing Agreements. When required, the General Partners and/or Managers of the Funds, with the assistance of the Adviser (where applicable), among others, provide the Limited Partners of the Funds, and the Adviser provides investors in the Co-Invest Vehicles, with audited annual reports, including details of the sources of distributions made during the year, and unaudited quarterly reports, including semi-annual valuation of unrealized investments together with details of all borrowings and other obligations of such Clients.

Each of the Clients is subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The respective General Partner, the respective Manager or the Adviser, as applicable, will ensure that the Client’s audited financial statements are distributed to each investor within 120 days of the Client’s fiscal year end.