Altamont Capital Partners: investment adviser

The Adviser provides investment supervisory services to investment vehicles (the “Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Funds make primarily long-term private equity and equity-related investments, as well as investments in debt instruments. In accordance with the Funds’ respective investment objectives described in the Funds’ Governing Documents (as defined below), investments are primarily made in companies doing business in target verticals where the Adviser’s principals have significant knowledge and/or strategic points of view. Such industries, which may change from time to time, have historically included financial services, consumer, retail, industrials, healthcare and business services industries, though the Adviser currently focuses on industrials, business services and financial services. The Adviser’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Funds, managing and monitoring the performance of such investments and disposing of such investments. The Adviser may serve as the investment adviser or General Partner to the Funds in order to provide such services. The Adviser provides investment supervisory services to each Fund in accordance with the limited partnership agreement (or analogous organizational document) of such Fund, separate investment and advisory, investment management or portfolio management agreements and/or side letters entered into with certain Fund investors (each, a “Governing Document”). Investment advice is provided directly to the Funds and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Governing Documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of the applicable Fund. Once invested in a Fund, an investor cannot impose restrictions on the types of securities in which such Fund may invest. Investors in the Funds participate in the overall investment program for the relevant Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory, or other agreed-upon circumstances pursuant to the Governing Documents; provided that such arrangements do not and will not create an adviser-client relationship between the Adviser and any investor. Investments in the Funds involve significant risks and should be regarded as long-term in nature, forming only one portion of an investor’s diversified investment portfolio.

The principal owner of the Adviser is Jesse Rogers. The Adviser was formed in 2010. As of December 31, 2025, the Adviser manages a total of $4,018,291,898 of client assets, all of which is managed on a discretionary basis.

Additionally, consistent with the Governing Documents of the applicable Fund, such Fund typically bears, directly or indirectly, certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to such Fund and/or the portfolio companies. Details about such fees and expenses are contained in the Governing Documents of the applicable Fund. Further details about certain common fees and expenses are set forth below. Advisory Fees As compensation for investment supervisory services rendered to certain Funds, the Adviser receives from each such Fund an advisory fee (each, an “Advisory Fee”), typically calculated based on committed capital or invested capital with respect to such Fund. Advisory Fees paid by a Fund may be reduced by certain other fees or compensation received by the Adviser or its affiliates that relate to such Fund’s activities and investments, or by certain excess organizational or other expenses borne by such Fund, as described in more detail below. Advisory Fees paid by a Fund are indirectly borne by investors in such Fund. Advisory Fees are payable by the Funds to the Adviser for the period January 1 through June 30 of each calendar year on January 5 of each calendar year and for the period from July 1 through December 31 on July 5 of each calendar year, in each case, based on a calculation as of the start of such semi-annual period. In circumstances when the Advisory Fee of a Fund is based on invested capital, the Advisory Fee is calculated based on the terms of the Governing Documents of the Funds, which is typically based on the aggregate amount of the investment by the applicable Fund in portfolio investments, reduced by, among other things, (i) the cost basis for portfolio investments that have been written off for U.S. federal income tax purposes, (ii) with respect to realized portfolio investments, the amount of realized losses for U.S. federal income tax purposes (the amounts described in clauses (i) and (ii), collectively “Impairments”), and (iii) with respect to realized portfolio investments, the cost basis of any securities distributed in kind and amounts distributed to limited partners of the Fund that are a return of capital, in each case, to the extent required under the applicable Governing Documents. The Governing Documents do not require any reduction or refund of Advisory Fees in connection with a decrease in value (whether temporary or permanent), except to the extent of an Impairment. The Governing Documents do not require any reduction or refund of Advisory Fees for any capital recovered by limited partners following a recapitalization,

refinancing or restructuring (each, a “Recap Distribution”). In the case of a partial disposition of shares of a portfolio investment, the Adviser will generally reduce the fee base by the portion of the cost basis of such portfolio investment distributed to the limited partners (and not any portion of the basis so retained) in accordance with the terms of the Governing Documents, and where a portfolio investment sells a portion of its assets, the Adviser will generally reduce the fee base by the portion of the cost basis (if any) that is returned to limited partners, and no such reduction is required except to the extent of such cost basis returned to investors or until the portfolio investment is fully disposed and income or loss realized for U.S. federal income tax purposes. As a result, the Advisory Fees generally will not track changes in the fair value of any individual investment or of a Fund. The Governing Documents generally do not provide for the reimbursement or refund of Advisory Fees in the event of Impairments or complete dispositions occurring mid-calculation period or if the methodology for calculating Advisory Fees changes during the term (e.g., because of the occurrence of a stepdown in the Advisory Fee), but do provide for adjustments in the subsequent period for additional equity invested during the calculation period. Certain fees and expenses allocated to a portfolio company at the time of investment, including but not limited to transaction fees, prepaid monitoring fees and other permitted transaction expenses, are capitalized into the transaction. To the extent that the Adviser allocates Dead Deal Costs (as defined below) to the next deal completed by a Fund (as further described below in “Allocation of Expenses”), such Dead Deal Costs are also capitalized into the transaction. Accordingly, to the extent that Advisory Fees are calculated based on invested capital and to the extent that any such capitalized fees and expenses increase equity invested by the Fund, it will increase the amount of Advisory Fees paid to the Adviser. See “Fee Structure” in Item 11 below. The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are established by the Adviser, as modified by negotiations with investors in the applicable Fund, and are set forth in such Fund’s Governing Documents. The Advisory Fees and other fees and distributions described herein are generally subject to modification, waiver or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Fund. The fee structures described herein may be modified from time to time in accordance with the Governing Documents of the applicable Fund. Advisory Fees may differ from one Fund to another. In addition, the Adviser may enter into economic and/or other fee-sharing arrangements with respect to one or more Funds and/or third parties which may be limited partners of the Funds, the rights of which will not generally be offered to other limited partners. Unless otherwise agreed with a Fund’s investors, Advisory Fees will continue to be payable during any term extensions. Certain investors in the Funds that are employees, former employees, service providers, business associates and other “friends and family” of the Adviser or its personnel (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles) (collectively, “Adviser Investors”) will not typically pay Advisory Fees or Carried Interest in connection with their investment in a Fund. Furthermore, the Adviser has in the past and may, from time to time in the future, establish certain Funds through which Adviser Investors or other third parties may invest alongside one or more Funds in one or more investment opportunities, which typically do

not pay Advisory Fees or Carried Interest. Notwithstanding that Adviser Investors will generally not pay Advisory Fees, Adviser Investors will pay for their pro rata share of other Fund expenses or the pro rata portion of such expenses will be allocated to the Adviser or the General Partner of the applicable Fund. The Advisory Fees paid by a Fund (or its investors) will generally be reduced by a percentage of the Fund’s (or such investor’s) pro rata share of: (1) the amount of fees paid to persons acting as a placement agent in connection with the offer and sale of interests in such Fund to certain potential investors, (2) the amount of expenses incurred by the Adviser in connection with the organization of such Fund that exceed a limit specified in such Fund’s Governing Documents and/or (3) certain Other Fees (as defined and described in more detail below under “Other Fees”) received by the Adviser or its affiliates. The amount and manner of such reduction, if any, is set forth in the Governing Documents of the applicable Fund. To the extent an Other Fee relates to a portfolio company that is not wholly-owned by a Fund, the Adviser allocates the resulting Advisory Fee reduction among all holders of the relevant portfolio company in proportion to their interest (or prospective interest) in the relevant portfolio company, or on such other basis that the Adviser determines to be fair and reasonable in its sole discretion. For example, to the extent an Other Fee relates to more than one Fund participating (or expecting to participate) in an investment, the resulting Advisory Fee reduction is generally allocated among such Funds pro rata based on the relative ownership interest in the applicable investment (or for an unconsummated investment, the proposed ownership interest), or on such other bases that the Adviser determines to be fair and reasonable in its sole discretion. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds. Generally, the portion of Other Fees allocable to a Fund, co-investment vehicle or third-party investor in a portfolio company that does not pay Advisory Fees will be retained by the Adviser and such amounts will not offset the Advisory Fee payable in respect of any Fund. Subject to the Governing Documents of a Fund, no offset is generally provided with respect to the portion of any such Other Fee allocable to third-party co-investors, the Adviser Investors or to the General Partner’s (and affiliates’) share of any such Other Fees, and the Adviser retains such portion of any such Other Fee. In addition, the Adviser may waive or reduce all or a portion of the Advisory Fee paid by a Fund in full or partial satisfaction of any obligation of the Adviser and certain employees and affiliates of the Adviser to invest in and alongside such Fund, which could result in acceleration of investor capital contributions. Waived or reduced Advisory Fees may not be subject to various offsets or the reductions described above. Due to waived or reduced Advisory Fees and/or the timing of receipt of compensation subject to offsets, Fund investors may not receive the full benefit of reductions or offsets or any benefit may be delayed (e.g., during periods when the Adviser no longer receives Advisory Fees and receives compensation that would otherwise be subject to offset, the Adviser would refund such excess amounts at liquidation; however, to the extent Fund investors waive such excess amounts, the Adviser is entitled to retain such compensation without remitting any such amounts to the applicable Fund or its investors). Upon termination of an advisory agreement, Advisory Fees that have been prepaid are generally returned on a prorated basis. Other Fees

Fees Payable by the Portfolio Companies In addition to the Advisory Fees and Carried Interest, the Adviser and its affiliates from time to time receive a variety of other cash, equity and other non-cash fees relating to the investment activities of a Fund, its portfolio companies and prospective portfolio companies including transaction fees, monitoring fees, director fees, advisory fees, organization and financing fees, operational fees, commitment fees, break-up fees (or other similar fees), divestment fees, termination fees, project fees, fees relating to the arrangement of acquisitions or other financial restructuring, investment banking fees, fees relating to credit origination, loan syndication, loan arrangement, loan servicing, restructuring fees, consent fees, “Other Corporate Services Fees” (as described below) and/or other types of management consulting and other similar operational and financial matters and/or other fees and annual retainers from, or with respect to, the portfolio companies and prospective portfolio companies (collectively with the other fees described in this section, “Other Fees”). As noted above, the Adviser and its affiliates receive “monitoring fees” pursuant to monitoring agreements with portfolio companies of the Funds governing the advice, consultation and other similar ongoing services provided by the Adviser to such portfolio companies. The terms of a monitoring agreement may include (among other things) initial terms of up to ten years, annual automatic renewals, the payment of monitoring fees (which may be fixed fees or calculated as a percentage of EBITDA or similar performance metric or a combination thereof), and the acceleration of payment of the monitoring fees upon certain termination events, including the occurrence of an initial public offering or strategic exit where the Funds would continue to own an interest in such portfolio company and would be reasonably expected by the Adviser to continue to perform services to such company following such event. It is the policy of the Adviser not to accelerate future monitoring fees on a sale or initial public offering of a portfolio company unless the Adviser expects to continue to be involved with such portfolio company following the sale or initial public offering and is not otherwise entitled to monitoring fees following the sale or initial public offering, and in such case, the amount of the accelerated monitoring fee will be based on numerous factors, including but not limited to the expected duration of such continued hold. Since the monitoring agreements may have prolonged terms (often exceeding ten years and/or subject to automatic extensions and renewal), the financial effect of such acceleration may be substantial, particularly in the event such circumstances occur early in the life of the Fund’s investment in such portfolio company. Notwithstanding the foregoing, in the event of an initial public offering or other partial disposition, monitoring fees may continue to be paid so long as the applicable Fund continues to hold an other than de minimis position in such portfolio company and the Adviser or its affiliates continue to provide the monitoring services. The Adviser and its affiliates may also receive “Other Corporate Services Fees” for management, advisory or other similar services rendered to portfolio companies, including advisory services with respect to refinancings and putting debt financing in place at a portfolio company. The amount and timing of Other Fees received by the Adviser or its affiliates are generally specified in the agreement or other documentation governing the applicable transaction.

Any fees that accrue to the benefit of former Adviser Personnel (as defined below) or other persons who are not or cease to be employed by the Adviser (even if any such fee might relate to their tenure with the Adviser) are not considered “Other Fees” and do not reduce the Advisory Fees or otherwise benefit the Funds or their investors. Similarly, any fees that accrue to the benefit of Adviser Personnel or other persons who are currently employees of the Adviser prior to their employment with the Adviser (even if any fees in kind are realized or otherwise converted to cash during their tenure with the Adviser) are not considered “Other Fees” and do not reduce the Advisory Fees or otherwise benefit the Funds or their investors. From time to time the Adviser will maintain the amounts associated with Other Fees in accounts that bear interest before such amounts are offset. Any such interest is not considered “Other Fees” and does not reduce the Advisory Fees or otherwise benefit the Funds or the investors. In addition, the Adviser, from time to time, may engage senior advisors, advisers, consultants, and other similar professionals to provide management services to the Funds. Such professionals may be affiliated with the Adviser but are not employees of the Adviser. Any fees that accrue to the benefit of such professionals (even if any fees in kind are realized or otherwise converted to cash during their tenure with the Adviser) are not considered “Other Fees” and do not reduce the Advisory Fees, legal fees, tax-related fees or otherwise benefit the Funds or their investors. Allocation of Other Fees and Advisory Fee Offset Although Other Fees are in addition to the Advisory Fees, the Adviser will in some circumstances reduce the amount of Advisory Fees paid by the applicable Fund in connection with the receipt of such Other Fees in accordance with the Governing Documents of the applicable Fund. Generally, under the terms of the applicable Governing Documents, for purposes of calculating any Advisory Fee offset, Other Fees are net of out-of-pocket costs and expenses incurred by the Adviser in connection with consummated or unconsummated transactions or in connection with generating any such fees. Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies or investment vehicles (or rights thereto) or otherwise. To the extent an Other Fee relates to a portfolio company that is not wholly-owned by a Fund, the Adviser allocates the Other Fee among all holders of the relevant portfolio company in proportion to their interest (or prospective interest) in the relevant portfolio company, or on such other basis that the Adviser determines to be fair and reasonable in its sole discretion. For example, to the extent an Other Fee relates to more than one Fund participating (or expecting to participate) in an investment, the Other Fee is generally allocated among such Funds pro rata based on the relative ownership interest in the applicable investment (or for an unconsummated investment, the proposed ownership interest), or on such other basis that the Adviser determines to be fair and reasonable in its sole discretion. However, in determining how to allocate an Other Fee among more than one participating Fund, the Adviser will also take into account, among other things, the type of transaction (e.g., original acquisition or follow-on), the consideration involved in the transaction (cash or in-kind) and the value of the consideration. To the extent any person (including any Fund) to whom a portion of any Other Fee is allocated does not pay Advisory Fees, such person’s (including any such Fund’s) portion of such amounts would be retained by the Adviser and would not benefit any Fund. To the extent an Other Fee

relates to more than one Fund, the portion of Other Fees allocable to capital invested by a Fund, co-investment vehicle or third-party investor that does not pay Advisory Fees will be retained by the Adviser and such amounts will not offset any Advisory Fee paid to the Adviser. Subject to the Governing Documents of a Fund, no offset is generally provided with respect to the portion of any such Other Fee allocable to third-party co-investors, the Adviser Investors or to the General Partner’s (and affiliates’) share of any such Other Fees, and the Adviser retains such portion of any such Other Fee. From time to time, the Adviser will (in its sole discretion) agree to pay a portion of an Other Fee received from an actual or prospective portfolio company to a third party (“Third Party Fee”), such as a consultant, advisor, finder, broker, investor, co-investor and/or investment bank. In such event, the Third Party Fee is not a fee that the Adviser is entitled to retain and therefore, the Adviser is not required under the terms of the Governing Documents to share such Third Party Fee with the Funds (and its investors) and such Third Party Fee will not reduce the Advisory Fee. The payment of Other Fees by portfolio companies creates a conflict of interest between the Adviser and its affiliates and the Funds and their investors because the amounts of these Other Fees and reimbursements (see “Expense Reimbursement”) below are often substantial and the Funds and their investors generally do not have a direct interest in these fees and reimbursements. The Adviser determines the amount of these Other Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or third-party co-investors in its transactions, and the amount of such fees and reimbursements often will not be disclosed to investors in the Funds. In many cases with respect to the implementation of such arrangements, there is not an independent third party involved on the behalf of the relevant portfolio company and therefore the fees are not subject to a market check. Therefore, a conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company by virtue of the Adviser acting on behalf of both parties. For the avoidance of doubt, any fees paid by a portfolio company to the Adviser or its personnel after a Fund has exited an investment are not considered “Other Fees” and do not reduce the Advisory Fee. To the extent required by the Governing Documents of the Funds, the Adviser will disclose in its annual report delivered to investors of any such Fund the amount of Other Fees allocated to such Fund. Fees or other compensation for the provision of operational support, specialized operations, consulting services and similar or related services to, or in connection with, portfolio companies that are paid by a Fund or portfolio company to a non-employee professional or for which the Adviser is reimbursed will not reduce any fees otherwise payable to the Adviser. Certain other fees and reimbursements that are generally not considered Other Fees and do not reduce the Advisory Fee payable by a Fund include (but are not limited to) the following: (i) the portion of any fees allocable to capital invested by a Fund, co-investment vehicle or third-party investor that does not pay Advisory Fees, (ii) fees or expenses borne by a Fund directly or reimbursed by the Fund, (iii) any amounts paid by a Holding Company (as defined in Item 11

below) to its management team, (iv) payments to providers of operations support (described below), including former employees who transition to an operating partner role, (v) expense reimbursements made by a portfolio company to the Adviser, (vi) any amounts paid by a former portfolio company, such as directors’ fees a former portfolio company pays an Adviser professional who remains on the company’s board of directors following the Fund’s disposition of its investment in the company, and (vii) any amounts (including compensation and other expenses of personnel employed by the Adviser or any senior advisors, advisers, consultants, and other similar professionals, even if affiliated with the Adviser) for the provision of legal and tax services to the relevant Funds. Payments Made to Providers of Operations Support The Adviser and its affiliates also engage and retain senior advisors, advisers, consultants, and other similar professionals who are not treated by the Adviser as employees. Such persons, from time to time, receive payments from, or allocations with respect to, portfolio companies and/or other entities. In such circumstances, the amounts of such fees or other compensation received by such persons are generally retained by such persons and will not be deemed paid to or received by the Adviser and its affiliates and such amounts will not be subject to the sharing arrangements described above and will not benefit the Fund or its investors. For a discussion of material conflicts of interest created by the engagement of such persons, please see “Providers of Operations Support” in Item 11 below. Portfolio Company Expense Reimbursement A portfolio company will typically reimburse the Adviser for expenses, including without limitation, travel and travel-related expenses, meals and entertainment expenses (including, as applicable, closing dinners and mementos, cars and meals, social and entertainment events with current or prospective portfolio company management and/or employees, customers, clients, borrowers, brokers and service providers), expenses relating to training programs, meetings or other events (whether or not such programs, meetings or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), indemnification expenses, certain legal expenses (including legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio company borrower or a lender) and similar out-of-pocket expenses, as well as consulting fees and other cash compensation and expenses, incurred by the Adviser in connection with its performance of services for such portfolio company. Such reimbursed expenses are generally not included in the definition of “Other Fees” under the terms of the applicable Governing Documents, and such reimbursements do not reduce the Advisory Fee. As used throughout this Brochure, “travel” and “travel-related” expenses shall be deemed to include, without limitation, all travel expenses for the use of private aircraft, first class or business class travel, black car ground transportation, accommodations, meals, events and entertainment. Expenses Adviser Expenses

To the extent provided in the Governing Documents of the Funds and except as described herein as a Fund or portfolio company expense, the Adviser will bear certain expenses and costs associated with the performance of its services, including expenses on account of rent, bookkeeping services, equipment, compensation and other expenses of its partners, officers and employees (other than Carried Interest described in Item 6 below) and other normal and routine administrative expenses relating to the services and facilities provided by the Adviser to the Funds. To the extent provided in the Governing Documents of the Funds, such expenses will not include the expenses (including compensation and other expenses of personnel employed by the Adviser or any such affiliate) incurred by the Adviser or any of its affiliates for the provision of legal and tax services to the relevant Funds. Fund Expenses Each Fund, consistent with such Fund’s Governing Documents, will bear all other expenses relating to it to the extent not borne by its portfolio companies or third parties, which may include all fees, costs and other expenses incurred in connection with identifying, evaluating, structuring, negotiating, making, acquiring, holding, monitoring, selling (including a proposed sale), disposing or valuing of its proposed or actual investments, including, but not by way of limitation, private placement fees, finder’s fees and commissions and discounts incurred in connection with the purchase or sale of securities, syndication fees, currency conversion expenses, solicitation fees, arranger fees, sales fees or commissions, investment banking fees, reporting fees, brokerage fees and commissions, underwriting commissions and other professional fees, in each case, paid to third parties (other than the Fund’s General Partner, its partners, the Adviser, its directors, officers or employees, or any of their respective affiliates); other investment costs and expenses incurred in connection with the employment of any selling agent, broker, placement agent, or finder (other than placement agent fees payable in connection with the sale of interests in the Fund), and research expenses, due diligence expenses, responsible investing assessment or diligence fees and expenses, custodial expenses and appraisal fees (including any fairness opinion); fees, costs and expenses associated with the organization, operation, administration, restructuring or winding-up, dissolution and liquidation of any SPV (as defined below) and subsidiaries of a Fund; legal, accounting, advisory, actuarial and consulting fees and expenses relating to investments, including bridge investments, financing fees and expenses, investment banking fees, interest on borrowed money, real property or personal property taxes on investments, bank charges, fees, costs, and expenses incurred in connection with the maintenance of bank or custodian accounts, depository fees (including a depository appointed pursuant to the EU Alternative Investment Fund Managers Directive); travel and travel-related and entertainment expenses incurred in connection with a Fund’s fundraising and investment activities, premium meals, social and entertainment events (with actual or potential portfolio company management and/or employees, customers, clients, borrowers, brokers and service providers); filing and similar fees paid on behalf of a Fund, including reimbursements of any fees and expenses to advisers, fees paid to third-party diligence software and responsible investing consultants, service providers and other third parties; service providers, research and other information (including any research or other service that may be deemed to be bundled for the benefit of a Fund), as well as the information technology systems used to obtain research and other information; subject and industry-matter research and experts; expenses relating to developing and maintaining artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence (collectively, “AI

Technologies”) for the benefit of a Fund (including, but not limited to, costs of diligencing, engaging, monitoring and utilizing professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by the Adviser) to the Fund for any internally generated AI Technologies of the Adviser), expenses incurred in connection with complying with provisions in investor side letter agreements, including “most favored nation” provisions and the costs and expenses of any service providers retained in connection therewith, costs and expenses incurred preparing materials to facilitate the ongoing compliance with the Governing Documents and side letters (including compliance operating manuals and the preparation of any compendium and other documentation related thereto; the costs associated with any amendments, modification, revisions or restatements to the Governing Documents of a Fund (including the solicitation of any consent, approval, waiver or similar acknowledgment from the limited partners and/or the advisory board or preparation of other materials in connection with compliance (or monitoring compliance) with such documents) and compliance with, legal, regulatory, responsible investing initiatives or principles, United Nations Principles for Responsible Investment (“UNPRI”) and the Institutional Limited Partners Association (“ILPA”) guidelines and initiatives and other similar standards applicable to the Fund, its investments and potential investments, including diligence thereof and any requirements relating to the foregoing set forth in one or more side letters; taxes applicable to such Fund on account of its operations; expenses of loan servicers and other service providers; expenses incurred in connection with the registration of the securities held by such Fund under the Securities Act or other applicable securities laws or regulations; and all expenses incurred in connection with the resolution of claims or disputes involving existing or potential portfolio companies, to the extent such expenses are not paid by such portfolio companies or shared with other investors; all out-ofpocket costs and expenses, if any, incurred by or on behalf of such Fund, whether prior to or after the date of the initial closing of the applicable Fund, in sourcing, identification, investigation, development, due diligence, researching, negotiating, evaluating and structuring prospective or potential investments which are not ultimately made, including without limitation, break-up fees paid by the Fund in connection therewith, fees, costs and other expenses associated with researching such proposed transaction or investment, travel expenses (including costs and expenses of accommodations, meals and aircraft travel), and any legal expenses (including legal expenses incurred in connection with claims or disputes related to unconsummated investments that would have been allocable to co-investment vehicles or co-investors, if the amount allocable to co-investors is not paid by such parties, and including legal advice for Fund matters including structuring, filing costs, regulatory advice and other compliance matters, and in certain cases for portfolio company matters); fees and expenses of organizing, making, holding, developing, managing, monitoring, refinancing, maintaining, administering, restructuring, structuring, operating and negotiating joint venture arrangements and platform investments, including with respect to transactions that are not consummated; accounting, advisory, financing and consulting costs (including fees of affiliated consultants) and expenses in connection therewith to the extent not reimbursed by portfolio companies or prospective portfolio companies (whether such companies are related or unrelated to the prospective investment) or a third party, including expenses and costs that would have been allocable to co-investors had such prospective or potential investment been consummated, if the amount allocable to such co-investors is not paid by such parties; Operations Support Expenses (as defined in Item 11 below); fees, costs and expenses related to the organization, establishment, maintenance and administration of any alternative

investment vehicles or intermediary entity or special purpose entity used to acquire, hold or dispose of an investment or to otherwise facilitate a Fund’s investment activities; expenses associated with such Fund’s financial statements and tax returns, including without limitation reasonable out-ofpocket expenses incurred by such Fund’s General Partner (or any other person designated by such General Partner) in serving as the tax matters partner or taxpayer representative of such Fund and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Fund and all taxes, interest, fees and other governmental charges payable (included interest and penalties thereon) that are not subject to indemnification by a limited partner and not actually borne or paid by such limited partner; fees, costs, and other expenses incurred in connection with the maintenance of the Fund’s books of account and the preparation of audited or unaudited financial statements and Fund tax returns required to implement the provisions of the Fund’s Governing Documents or by any governmental authority with jurisdiction over the Fund (including the fees of the independent certified public accountant incurred in connection with the annual audit of such Fund’s books and the preparation and filing of such Fund’s annual tax return and Schedules K-l or equivalent information); reasonable out-of-pocket expenses of the members of the advisory board and expenses relating to the meetings and activities of the advisory board (including venue, travel and travel-related expenses, material costs, speaker fees, honoraria, and fees, costs and expenses associated with any legal counsel, accountants, auditors, financial advisors or other thirdparty service providers, experts or advisors retained to assist the advisory board and other expenses incurred in connection with advisory board action) and regardless of whether persons other than Fund investors attend the meeting; expenses of maintaining an office of such Fund and/or its General Partner in such Fund’s jurisdiction of organization and all related governmental fees and expenses incurred to maintain such Fund’s and its General Partner’s ability to conduct business under the laws of such jurisdiction of organization; fees, costs and other expenses associated with insurance, including insurance premiums of any general partner liability, D&O, professional, fidelity, errors and omissions and other similar insurance; fees, costs and other expenses associated with Fund meetings or meetings or conferences of or with one or more limited partners (including current Fund investors and prospective limited partners during fundraising), regardless of whether all limited partners are invited to participate in or attend such meetings (including venue and travel expenses, and fees, costs and other expenses associated with third-party service providers) and expenses of attendees who are not existing or prospective investors that also attend such meetings; fees, costs and expenses of preparing, printing and circulating any Fund mailings and reports, disclosures and notices pursuant to the Governing Documents of such Fund (or in response to requests from limited partners to the extent not actually borne or paid by such limited partners), including any information requests, and conforming to investor-requested reporting templates that differ from the Adviser’s standard form of reporting, and the costs incurred to provide access (whether through any software, website or other portal) to such reports, disclosures and notices, and any fees or imposts of a governmental authority imposed in connection with such books and records and statements; expenses associated with making capital calls from and distributions to investors, including fees and expenses of information technology (including licensing fees) used to facilitate all such activities; all fees, costs and other expenses of outside counsel, accountants, consultants and other professionals, including without limitation legal fees and expenses incurred in connection with prosecuting or defending administrative or legal proceedings relating to such Fund brought by or against such Fund or its General Partner, its partners or the Adviser, its officers, directors or employees (provided, that such parties shall not be entitled to be reimbursed for any legal fees and expenses incurred by any of them if they would not be entitled to indemnification

pursuant to such Fund’s Governing Documents with respect to such expenses); all fees, costs and other expenses arising out of such Fund’s indemnification obligations pursuant to its Governing Documents; all fees, costs and other expenses incurred in connection with litigation (including discovery requests and damages), arbitration or other extraordinary events and the amount of any judgments or settlements paid in connection therewith; expenses associated with a Fund’s feeder funds (including those formed for the benefit of employees and affiliates of such Fund); all fees, costs and other expenses relating to compliance-related matters and regulatory filings of such Fund, the Adviser and their respective affiliates, including all fees and expenses relating to compliance with tax, securities law or other legal or regulatory requirements applicable to a Fund or its investors (including, without limitation, expenses relating to the preparation and filing of Form PF and other regulatory filings relating to such Fund and its activities and affiliates, including all reports, disclosures, filings and notifications prepared in accordance with U.S. Commodity Futures Trading Commission and the SEC and the Adviser’s compliance obligations arising from the E.U. Directive 2011/61/EU on Alternative Investment Fund Managers with respect to the Fund or from managing compliance with FATCA or similar regimes; out-of-pocket costs and expenses, if any, associated with any third-party examination or audits (including similar services) of a Fund or the Adviser that are attributable to the operation of such Fund or requested by one or more investors in a Fund; fees, costs and other expenses incurred in connection with any audit, examination, investigation, settlement, review or other proceeding by any taxing authority or incurred in connection with any regulatory or governmental inquiry or public relations undertaking or other proceeding or undertaking, in each case, involving or otherwise applicable to such Fund (but not including any fees, costs or expenses incurred in connection with any SEC examination of the Adviser); expenses incurred in connection with anti-money laundering or “know your customer” compliance, laws, regulations, tax, diligence and/or related procedures; any taxes, fees, duties, interest and other governmental charges levied against the Fund or its subsidiaries or their respective income or assets or in connection with their respective businesses or operations (including interest and penalties thereon), except to the extent such amounts are allocable to or indemnifiable by a limited partner and actually borne or paid by such limited partner; all extraordinary expenses, fees, costs and other expenses and costs of winding up, dissolving, terminating or liquidating the Fund, including its subsidiaries, and the General Partner, including but not limited to legal and accounting fees and expenses; expenses of any fund administrator, depositories, custodians and valuation experts; fees, costs and other expenses relating to all forms of leverage, any permitted borrowings, guarantees or other credit arrangements of the Fund (including the costs and expenses incurred in obtaining, negotiating, entering into, effecting, maintaining, amending, modifying, refinancing, restructuring or terminating such borrowings and commitments and interest arising therefrom), such as interest, commitment fees, upfront fees, legal fees, structuring fees and underwriting fees, and other fees and expenses relating to borrowed money, expenses relating to a default by a limited partner; marketing, offering, selling, advertising, printing, wholesaling and other fundraising expenses associated with the admission of an investor and investor-related services and other similar costs (including General Partner registration expenses); all costs and expenses relating to withdrawals or transfers of interests by limited partners (to the extent not actually borne or paid by the withdrawing or transferring limited partner or any transferee); hedging fees; all other fees and expenses of such Fund or its General Partner and their affiliates in connection with the business or operation of such Fund and its investments; the Advisory Fee; any other fees and expenses approved by a Fund’s advisory board; organizational and start-up expenses of such Fund and its General Partner and other carry vehicles,

as well as any other fees or expenses incurred by the Adviser or such Fund in connection with such Fund’s operations that are not specifically set forth above as being paid by the Adviser. Each Fund will pay its share of expenses and fees generated in the course of evaluating potential investments, including investments that are not consummated (including certain advisory, transaction, consulting and other similar fees paid to the Adviser or the Adviser’s affiliates, and legal expenses incurred in connection with claims or disputes related to unconsummated or proposed investments and including costs and expenses related to business development and expenses that would have been borne by co-investment vehicles or other co-investors) as set forth in the Governing Documents of such Fund, and such Fund’s allocable share of expenses and fees incurred in the course of making investments, in each case, to the extent not borne by portfolio companies or prospective portfolio companies (whether such companies are related or unrelated to the potential investment). In such cases, the Adviser benefits from portfolio companies paying the fees and expenses generated in connection with unconsummated investments as the Adviser would otherwise be required to bear its share of such costs. The Adviser may agree with certain Funds to bear a portion of any fees or expenses associated with investments which are not consummated that are not paid by portfolio companies or prospective portfolio companies. Certain Funds also reimburse the Adviser for their allocable portion (as determined by the Adviser in its good faith discretion) of expenses incurred by the Adviser or any of its affiliates (including compensation (including salary, bonus, payroll taxes and benefits (including vacation time and sick leave)) and other expenses of personnel employed by the Adviser or any such affiliate) to provide legal and tax services to such Fund; provided, that any such expenses shall not be greater than what would be paid to an unaffiliated third party for substantially similar services. Such allocations require judgments as to methodology that the Adviser makes in good faith but in its sole discretion. The particular methodology used to allocate such services are based on services provided to date and could in certain circumstances change based on future services provided. Any methodology chosen by the Adviser involves inherent conflicts of interest and could result in a greater expense to the Funds and portfolio companies than would be the case if such services were provided by third parties. While the Adviser may obtain benchmarking data regarding third-party rates for similar services, relevant comparisons may not be available for a variety of reasons, including as a result of lack of a substantial market of providers or users for such service, confidentiality reasons and the bespoke nature of certain services. As a result, market comparisons may not (and often do not) result in precise comparable data for certain services and could result in inaccurate information regarding market terms for comparable services. Expenses to obtain benchmarking data will be borne by the Fund and/or the portfolio company, as applicable and will not reduce the Advisory Fee. No amounts paid in connection with these services will reduce the Advisory Fee or otherwise be shared with investors. In addition, the Adviser, from time to time, engages one or more fund administrators or similar service providers (some of which may be portfolio companies or third-party captive service providers) to perform certain functions in relation to the Funds, which services may include coordination of the Funds’ legal entity management function, anti-money laundering or “know your customer” diligence and investor verification services in connection with the onboarding, periodic refresh, and ongoing participation of investors in a Fund, execution and recordkeeping associated with applicable tax elections and filings, support for investor correspondence, investor data management and reporting requests as well as data collection required for, and preparation

and distribution of, various regulatory reporting with which the Funds are required to comply. In certain instances, employees of such service providers dedicate substantially all of their time to the Funds. These expenses related to such service provider employees are borne by the Funds. If the fees and expenses of administrators involve, or are otherwise applicable to, multiple Funds or accounts sponsored by the Adviser, only that portion of the fees and expenses that are allocable to a given Fund, as determined by the Adviser, based on the size of the Fund or other relevant factors, will be allocated to such Fund. In addition, the Funds will bear the expenses of all third-party administrator service providers even if there is some overlap in services performed by such thirdparty administrator and Adviser personnel. From time to time, the General Partner of a Fund creates certain “special purpose vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal and regulatory considerations of investors (“SPVs”). In the event the General Partner creates an SPV, consistent with the Governing Documents of the Fund, the expenses related to its organization and formation and other expenses incurred solely for the benefit of the SPV will typically be borne by the SPV, and indirectly, the investors thereof. In addition, expenses of the types borne by a Fund but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in the Fund (including, without limitation, expenses of accounting and tax services) may be borne by the Fund and indirectly, the investors thereof (even if such investors do not participate in any such feeder fund or similar vehicle). Co-Investment Vehicle Expenses In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate the investment by investors to invest alongside the Fund may be formed in connection with the consummation of a transaction. To the extent determined to be fair and equitable by the Adviser in its sole discretion, the investors in any co-investment vehicle established will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of such co-investment vehicle, but in certain circumstances a Fund may bear such organizational and formation expenses, consistent with the Governing Documents of the relevant Fund. The co-investment vehicle will generally bear its pro rata portion of expenses incurred in the making an investment. If a proposed transaction is not consummated, no such co-investment vehicle generally will have been formed, and, to the extent not reimbursed by portfolio companies, prospective portfolio companies or a third party, the full amount of any costs, fees or expenses relating to such proposed but not consummated transaction (“Dead Deal Costs”) would therefore be borne, directly or indirectly, by the Fund or Funds selected by the Adviser as proposed investors for such proposed transaction. It is also possible that a co-investor will not agree to share expenses with a Fund if a transaction is not consummated. Furthermore, if a proposed transaction is not consummated and a co-investment vehicle has been formed for the purpose of making an investment in such proposed transaction (or co-investors have otherwise committed to invest in the proposed transactions), and regardless of the anticipated investment allocation between the relevant Funds and co-investment vehicles, some or all of the Dead Deal Costs may be borne solely, directly or indirectly, by the Fund or Funds selected by the Adviser as proposed investors for such proposed transaction, but not by the co-investment vehicle or other co-investor(s) to which the co-investment opportunity

was offered. Similarly, co-investment vehicles (and co-investors) are not typically allocated any share of break-up fees received in connection with such an unconsummated transaction. The Adviser will have sole discretion in determining the particular allocation of costs, fees and expenses among Funds and co-investors or co-investment vehicles. This discretion creates a potential conflict of interest as the Adviser may have an incentive to allocate expenses to a particular Fund over another Fund because, for example, different Funds have different fee arrangements, and the Adviser would have an incentive to allocate fewer expenses (including Dead Deal Costs) to higher fee paying vehicles. Dead Deal Costs may include, among other things, legal, accounting advisory, consulting, expert network or other third-party expenses (including amounts payable to Operating Partners (as defined in Item 11 below) and other third parties), any travel and travel-related expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investments (including commitment fees), any break-up fees, reverse termination fees, topping, termination or other similar fees, commitment fees that become payable in connection with a proposed investment, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. In addition, the Adviser and its affiliates have discretion to (i) receive performance-based compensation, Advisory Fees or similar fees from co-investors and (ii) collect customary fees in connection with actual or contemplated investments that are the subject of co-investment arrangements. Allocation of Expenses From time to time the General Partner of a Fund will be required to decide whether certain fees, costs and expenses should be borne by a Fund, on the one hand, or the Adviser on the other hand, and/or whether certain fees, costs and expenses should be allocated between or among Funds and/or other parties. Certain expenses may be the obligation of one particular Fund and may be borne by such Fund or expenses may be allocated among multiple Funds and entities. In exercising its discretion to allocate investment opportunities and fees and expenses, the Adviser is faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among Funds with differing fee, expense and compensation structures, the Adviser has an incentive to allocate investment opportunities to the Funds from which the Adviser or its related persons derive, directly or indirectly, a higher fee, compensation or other benefit. Such allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. The Adviser allocates fees, costs and expenses in accordance with a Fund’s Governing Documents. To the extent not allocated to a portfolio company, the Adviser will allocate fees and expenses incurred in the course of evaluating and making investments that are consummated between Funds in accordance with each Fund’s Governing Documents or, to the extent not addressed in such Governing Documents, in its sole discretion, in each case using its good faith judgment.

The appropriate allocation among Funds, Fund portfolio companies, co-investment vehicles, Adviser Investors and Third Parties of Dead Deal Costs will be set forth in the Governing Documents of the Fund or otherwise will be determined by the Adviser in its good faith discretion, consistent with the Governing Documents of the Funds, as applicable, and includes in certain circumstances allocating Dead Deal Costs to the next deal completed by a Fund. If multiple Funds evaluate a potential investment that is not consummated, the Adviser generally allocates, directly or indirectly, fees and expenses generated in the course of evaluating such investment among such Funds based on the anticipated investment of each Fund. There may be occasions when one Fund (the “Payor Fund”) pays an expense common to multiple Funds (the “Allocated Funds”) (e.g., legal expenses for a transaction in which all such Funds participate). On such occasions, each Allocated Fund will reimburse the Payor Fund for its share of such expense, without interest, promptly after the payment is made by the Payor Fund. In addition, there may be occasions where a Fund procures borrowing through a subscription line or credit facility in order to make an investment, syndicating out a portion of the investment to another Allocated Fund. Subject to the Governing Documents, the borrowing Fund will bear the entire cost of interest from the borrowing, even though the investment may ultimately be made by other Allocated Funds. Furthermore, while highly unlikely, it is possible that one of the Allocated Funds could default on its obligation to reimburse the Payor Fund. With respect to allocating other expenses among Fund(s), Adviser Investors, co-investment vehicles, and/or co-investors (including Third Parties) (each, an “Allocable Party”), as appropriate, to the extent not addressed in the Governing Documents of a Fund, the Adviser will make any such allocation determination in a fair, equitable and reasonable manner under the circumstances using its good faith judgment, notwithstanding its interest (if any) in the allocation. The Adviser will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or advisable in its good faith judgment. Notwithstanding the foregoing, the portion of an expense allocated to an Allocable Party for a particular service will not always reflect the relative benefit derived by such Allocable Party from that service in any particular instance and the Adviser may determine an allocation of expenses to be fair and equitable under the circumstances even where an Allocable Party is required to bear more than its proportional share of such fees or expenses relative to other Allocable Parties or other parties receiving the same service or participating in the same transaction. Also, the consideration of which Allocable Party will bear an expense is in certain circumstances expected to result in the Adviser determining that it is equitable for an Allocable Party to bear more than its pro rata portion of certain fees, costs and expenses (including Dead Deal Costs). This Adviser discretion in making such determination creates a potential conflict of interest as the Adviser may have an incentive to allocate expenses to a particular Allocable Party over another Allocable Party. In addition, a Fund will bear more or less of a particular expense based on the methodology used. These methods will vary depending on the type of expense and an Allocable Party will bear more or less of a particular expense based on the number of Allocable Parties the Adviser selects to bear the expense in its initial allocation determination. When making expense allocation determinations, the Adviser generally will allocate an expense to one or more Allocable Parties that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Allocable Parties that were not in existence or otherwise identified at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases the Adviser will not re-allocate the expense to each

such future Allocable Party, and such future Allocable Party(ies) will benefit at the expense of other Allocable Parties. The Adviser, from time to time, enters into arrangements with third-party advisers and consultants who provide services relating to deal-sourcing and investment opportunities, for which such advisers and consultants are paid compensation or other fees and/or are reimbursed for certain expenses. Any fees and expenses associated with such investment opportunities will be allocated to the applicable Allocable Party(ies), consistent with the allocation process described above. Carried Interest Payments Please see Item 6 below regarding “Carried Interest” that certain Funds pay. Brokerage Fees Although the Adviser does not generally utilize the services of broker-dealers to effect portfolio transactions for the Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.

The payment by some, but not all, Funds of Carried Interest or the payment of Carried Interest at varying rates (including varying effective rates based on the past performance of a Fund) creates an incentive for the Adviser to disproportionately allocate time, services or functions to Funds paying Carried Interest (or Funds paying Carried Interest at a higher effective rate), or allocate investment opportunities to such Funds. Generally, and except as otherwise set forth in the Governing Documents of the Funds, this conflict is mitigated by (i) certain limitations on the ability of the Adviser to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously and/or (iii) contractual provisions and procedures setting forth investment allocation requirements. Please also see Item 12 below regarding trade aggregation, as well as Item 11 below for additional information relating to how conflicts of interests are generally addressed by the Adviser.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments may be established for investors in the Funds. The Adviser may in its sole discretion permit investments below the minimum amounts set forth in the Governing Documents of such Fund.

Middle-Market Focus. The Adviser believes that the middle-market provides an attractive opportunity, where the Adviser has a competitive advantage in identifying companies where it can improve performance and increase value. The Adviser believes that the middle-market has many companies that are generally undermanaged, experiencing complexity, and/or have significant potential for improved performance.

Importance of Control. The Adviser believes it is important to have the ability to make the decisions necessary to implement the business improvements core to the strategy. As a result, the Adviser will generally seek control and will generally not participate in “club” transactions where no one has control (though the Adviser may partner with another likeminded firm where the two firms together have control).

Complex/Contrarian Situations. The Adviser seeks opportunities to buy good businesses at a value price, which often means there is industry, company, and/or transaction-level complexity that may render it difficult for other investors to access the opportunity, but which the Adviser believes it can navigate successfully. Such opportunities may include distressed companies/bankruptcies, corporate carve-outs, buildups, contrarian or out-of-favor industries, turnarounds, orphaned public companies, complicated founder transitions, and companies with non-traditional business models. These factors can result in fewer competitors vying for these target opportunities. In addition, challenged companies often have reduced access to debt, which in turn can allow for purchase at lower multiples, with less debt and less risk. The Adviser believes combining this attractive purchase dynamic with

the potential upside from enhancing the business and the associated subsequent improved access to the credit markets (which can facilitate both an early return of capital and higher multiples on exit) can lead to significant return potential.

Rigorous Analytical Approach. The Adviser believes that successfully targeting complex transactions requires gaining proprietary insights into how to resolve the issues a business is facing prior to investing. Typically, these insights come about as the result of intensive, bottom-up analysis. This work provides the foundation for building a clear set of projections, as well as the risks and opportunities analysis. The Adviser will typically engage operating executives and outside consultants who it believes have deep experience in the relevant industry to assist in the analysis. These outside perspectives are intended to complement the Adviser’s own knowledge and expertise, as well as insights it has derived from several standard analytical tools used to evaluate a company’s potential.

Ability to Improve Operations. The Adviser seeks to work with portfolio company management to develop detailed value creation plans for each investment, and actively support and monitor implementation of the plan. The Adviser understands the critical importance of strong management and seeks to recruit, partner with, and incentivize talented executives. In addition, the Adviser utilizes Operating Partners (as defined below)— individuals with deep operating and/or consulting expertise—to advise and support portfolio companies through board and advisory roles. The Adviser has built a network of Operating Partners that it expects will continue to expand and evolve. For further details regarding Operating Partners and a discussion of material conflicts of interest created by the engagement of such persons, please see “Providers of Operations Support” in Item 11 below.

Deep Vertical Knowledge. The Adviser intends to focus on select verticals where it believes it has significant knowledge and/or strategic points of view. Such verticals historically included financial services, healthcare, consumer, retail, industrials and business services industries and the current focuses are industrials, financial services and business services. Along with utilizing its own industry knowledge, the Adviser leverages operating executives and consultants to find and assess investment opportunities across multiple verticals, continually searching for new verticals and market niches that may be poorly understood and where it believes it can develop proprietary insights.

Wide Network. The Adviser believes that its network of relationships provides differentiated access to deal flow and industry expertise. The Adviser’s principals have close relationships with a wide range of transaction sources including: (i) the networks of the Adviser’s principals from many years of professional activity across a wide range of industries; and (ii) the Adviser’s extensive network of investment banks, commercial banks and other transaction intermediaries. The Adviser believes its business development is a strategic lever. The Adviser systematically manages its key networks and relationships of approximately 900 intermediaries through a highly-curated CRM database, utilizing technology to leverage the valuable networks that the Adviser has built. These networks and systems are a key asset of the Adviser, enabling business development to be a strategic lever. for the Funds. Accordingly, the Adviser has a dedicated Managing Director who leads (together with an experienced Director and two Vice Presidents) the Adviser’s Capital Markets and Business Development efforts and whose job it is to maximize the Adviser’s network of intermediaries and generate investment opportunities from lesser-known sources.

Cohesive Team. The Adviser’s leadership team has extensive experience working together to implement successfully the Adviser’s strategy. The Adviser believes its experience provides a strong, shared point of view on both investment philosophy and firm culture. The Adviser prides itself on a culture emphasizing teamwork, collegiality and open communication. The Adviser has been able to attract talented staff, and it invests significantly in professional development and firm-wide “esprit de corps” in an effort to ensure it retains its best people and enables them to rapidly develop and grow into increased levels of competence and responsibility.

Structuring Flexibility. The Adviser believes it possesses extensive experience with a wide variety of transaction structures and security types that it uses to tailor solutions for individual investment opportunities. The Adviser’s principals have participated in over 100 transaction closings, across a variety of transaction types, including but not limited to: leveraged control buyouts, corporate extractions/carve-outs, public-to-privates, recapitalizations, leveraged build-ups/consolidations, and investing in debt and public equities. The principals believe that this experience and the ability to create flexible investment structures across a wide variety of transaction types is a point of difference for the Adviser in the middle-market.

The Adviser intends to focus on control buyouts in the middle-market with expected transaction sizes that will generally range in enterprise value from $50 million to $300 million and have equity requirements of $25 million to $100 million. The Adviser plans to pursue a wide variety of transaction types, investment vehicles, and capital structures. On occasion, the Adviser will opportunistically make investments that are seemingly outside the investment criteria listed above but represent, after careful analysis, opportunistically a potentially good investment in the Adviser’s opinion. Risks Investing in securities involves a substantial degree of risk. A Fund may lose all or a substantial portion of the value of its investments, and investors in the Funds must be prepared to bear the risk of a complete loss of the value of their investments. In addition, material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Funds, include (but are not limited to) the following:

Financial Market Fluctuations. Various sectors of the United States (“U.S.”) and global financial markets and the broader current financial environment have been, and continue to be, characterized by uncertainty, volatility and instability. The financial services industry generally and investment activities are affected by general economic and market conditions, including interest rates, availability of credit, lack of price transparency, inflation rates, economic uncertainty, changes in tax and other applicable laws and regulations, trade barriers, national and international and environmental and socioeconomic circumstances. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Funds and may affect the value of the investments held by the Funds. Instability in the securities markets may also increase the risks inherent in the Funds’ investments. There can be no assurance that the market will, in the future, become

more liquid than it is at present and it may well continue to be volatile for the foreseeable future. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high-yield debt market or otherwise. A Fund’s ability to generate attractive investment returns for its investors may be adversely affected to the extent the Fund is unable to obtain favorable financing terms for its investments. Moreover, to the extent that disruptions in the financial and capital markets occur, these events may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such an economic downturn could adversely affect the financial resources of corporate borrowers in which a Fund has invested and/or result in the inability of such borrowers to make principal and interest payments on outstanding debt when due. In the event of such defaults, the Fund may suffer a partial or total loss of capital invested in such companies, which could, in turn, have an adverse effect on the Fund’s returns. Such marketplace events also may restrict the ability of a Fund to sell or liquidate investments at favorable times or for favorable prices. Additionally, a Fund may be required to pay break-up, termination or other fees or expenses even if the Fund is willing to close on an investment if it is ultimately unable to close on such investment due to a lender’s unwillingness to provide previously committed financing.

Banking Counterparty Risk. The Adviser relies upon third-party banks or other custodians to hold and safeguard client assets and provide credit facilities that may be used to pay Fund expenses and purchase new investments. While the Adviser carefully selects and monitors its custodians, there is no guarantee that such custodians will not experience financial difficulties or otherwise fail, which could prevent the Adviser from accessing client funds, securities, or credit facilities. The Adviser could be required to call investor capital to pay expenses or purchase investments that otherwise would have been financed through a credit facility, or the Adviser could be prevented from making timely distributions of investor capital in the event a banking counterparty is shut down by regulators. These events could negatively impact Fund performance or result in substantial delays in the return of capital to investors. Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to marketwide liquidity problems. The Adviser, the Funds and Fund portfolio companies regularly maintain cash balances at banks or other custodians in excess of the FDIC insurance limit. Each of these parties’ access to cash in amounts adequate to pay expenses, purchase new investments and otherwise operate its business could be significantly impaired by the financial institutions with which it maintains cash balances to the extent such financial institutions face liquidity constraints or failures. In addition, investor concerns regarding the U.S. or international financial systems may increase the risk of default of particular investments, negatively impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, all of which could have a material adverse effect on the performance of the Funds’ investments, returns and the ability of the Funds to make and/or dispose of investments. No assurance can be given as to the effect of these events on the value of, or markets for, investments, or the

Funds’ or a portfolio company’s ability to recover therefrom. In addition, while it is not possible at this time to predict the extent of the impact that the failure of any financial institution or the high market volatility and instability of the banking sector could have on economic activity and the Adviser in particular, the failure of banks and financial institutions and the measures taken by governments, businesses and other organizations in response to these events could adversely impact the Adviser, the Funds and their investments.

U.S. Debt Limit. It has become common for politicians in the U.S. Congress to use the statutory debt limit (“Debt Ceiling”) and budget deficit of the U.S. for political gain. If the Debt Ceiling is breached, the U.S. Department of the Treasury may take extraordinary measures to prevent the U.S. from defaulting on its obligations. Additionally, if Congress fails to pass a long-term federal spending bill ahead of funding deadlines, the U.S. government may shut down. A default by the U.S. on its debt obligations and/or a prolonged U.S. government shut down could result in unprecedented market volatility and illiquidity, heightened operational risks relating to the clearance and settlement of transactions, margin and other disputes with clients and counterparties, an adverse impact to investors, downgrades in the U.S. credit rating, further increases in interest rates and borrowing costs and a recession in the U.S. or other economies. Even if the U.S. does not default, continued uncertainty relating to the Debt Ceiling could result in downgrades of the U.S. credit rating, which could adversely affect market conditions.

Risks in Effecting Operating Improvements. In some cases, the success of the Adviser’s investment strategy will depend, in part, on the ability and the effectiveness of the Adviser’s efforts to improve the operating performance of portfolio companies following investment. Initiatives that may need to be taken in an effort to achieve improvements in operating performance include, among others, introductions of new products, changes in sales, marketing and distribution methods, implementation of new sourcing arrangements, reductions in manufacturing, overhead and other costs, enhancements and changes in the management team and identification, consummation and integration of add-on acquisitions. The proper identification and implementation of initiatives important to the achievement of improved operating performance is difficult and often requires substantial resources. The capabilities and resources of a portfolio company, even with the assistance of the Adviser, may be insufficient to effect such proper identification and implementation, and there can be no assurance that portfolio companies will be successful in achieving improvements in operating performance. The failure to achieve improved operating results following investment may lead to losses or poor returns on investments.

No Assurance of Investment Return. The Adviser cannot provide assurance that it will be able to choose, make and realize investments in any particular company or portfolio of companies. There is no assurance that the Adviser will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. There can be no assurance that expected returns for a Fund will be achieved, or that a limited partner will receive a return of its capital. An investment in a Fund should only be considered by persons who can afford a loss of their entire investment. Prospective investors should not construe the performance of earlier investments by the Adviser or its affiliates as providing any assurances regarding the future performance of any Fund.

Competition for Investments. The business of identifying and structuring transactions of the nature contemplated by the Adviser is highly competitive and involves a high degree of uncertainty. A Fund will encounter competition from other entities having similar investment objectives. Potential competitors include other investment partnerships and corporations, strategic industry acquirers and other financial investors, including hedge funds, investing directly or through affiliates. Further, over the past several years, an ever-increasing number of private equity funds have been or are being formed (and many existing funds have grown in size). Additional Funds with similar investment objectives may be formed in the future by other unrelated parties. Some of these competitors may have competitive advantages in pursuing investments, such as relevant experience, greater financial resources, a greater willingness to take on risk, different risk assessments, lower cost of capital, access to funding sources that are unavailable to a Fund, synergistic opportunities, or more personnel than a Fund’s General Partner, the Adviser, a Fund and its affiliates. The Adviser expects that competition for appropriate investment opportunities may increase, which may also require a Fund to participate in auctions, the outcome of which cannot be guaranteed, thus reducing the number of investment opportunities available to a Fund and/or adversely affecting the terms upon which portfolio investments can be made. Participating in auctions will also increase the pressure on a Fund with respect to pricing of a transaction. For example, given the increasingly more competitive environment, the Adviser has found it more difficult to obtain buyer-favorable terms in a transaction, such as receiving an indemnification by the seller for a breach of representations or warranties, the ability to terminate a transaction if financing sources become unavailable or unwilling to fund, or the ability to terminate the transaction if there has been a material adverse change in the company’s business prior to closing of the investment. In addition, the Adviser has found competitors for investment opportunities are willing to offer seller-favorable terms in a transaction, such as providing a “reverse break-up fee” and fund-level guarantees. In the event a financing-related closing condition is not available to a Fund or if a Fund is required to provide a reverse break-up fee or guarantee in connection with a potential investment, a Fund may become obligated to consummate a transaction on less favorable terms or may be required to fund the reverse break-up or similar fee in connection with a potential investment that is not made. There can be no assurance that a Fund will be able to locate, complete and exit investments which satisfy a Fund’s rate of return objectives, or realize upon their values, or that it will be able to invest fully its committed capital. To the extent that a Fund encounters competition for investments, returns to limited partners may decrease. In addition, there generally will be little or no publicly available information regarding the status and prospects of portfolio companies or prospective portfolio companies. Many investment decisions by the General Partners and the Adviser will be dependent upon the ability of the General Partners and the Adviser to obtain relevant information from nonpublic sources. There can be no assurance that the General Partners or the Adviser will be able to locate and complete investments which enable the Fund to invest any portion of its committed capital in opportunities that satisfy a Fund’s investment objectives or realize the value of these investments.

Reliance on Portfolio Company Management Teams. Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although a Fund’s General Partner will be responsible for monitoring the performance of each portfolio

investment and a Fund seeks to invest in companies operated by strong management, there can be no assurance that the existing management team, or any successor, will be able to operate the portfolio company successfully. The success of many of the Adviser’s portfolio companies is heavily dependent on the management of such companies. There can be no assurance that the management of a portfolio company on the date a portfolio investment is made will continue to be affiliated with the company throughout the period that the portfolio investment is held. In addition, a Fund’s General Partner will generally establish the capital structure of companies in which a Fund invests on the basis of financial projections for such companies. Projected operating results will normally be based primarily on the judgment of the management of the portfolio company. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections. General economic conditions, which are not predictable, can have a material adverse impact on the reliability of projections.

Risk of Investment Concentration. The Funds may participate in a limited number of portfolio investments and, as a consequence, the aggregate return of the Funds may be substantially adversely affected by the unfavorable performance of any single investment. Moreover, since all of the Funds’ investments cannot reasonably be expected to perform well or even return capital, for the Funds to achieve above-average returns, one or a few of its investments must perform very well. There can be no assurance that this will be the case. In addition, other than as set forth in the Governing Documents, investors have no assurance as to the degree of diversification of a Fund’s portfolio investments, either by geographic region, asset type or sector. In addition, a significant percentage of the aggregate amount of commitments may be invested in any one portfolio company at any one time. To the extent a Fund concentrates investments in a particular issuer, industry, security or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. Furthermore, if a Fund co-invests with other Funds, an investor may have exposure to portfolio investments through more than one Fund. In circumstances where the General Partner intends to refinance all or a portion of the capital invested in a transaction, there will be a risk that such refinancing may not be completed, which could lead to increased risk as a result of a Fund having an unintended long-term investment as to a portion of the amount invested and/or reduced diversification.

Investments in Restructurings. The Adviser may invest the Funds’ assets in restructurings that involve portfolio companies that are experiencing or are expected to experience financial difficulties. These financial difficulties may never be overcome and may cause such portfolio companies to become subject to bankruptcy proceedings. Such investments could, in certain circumstances, subject the Funds to certain additional potential liabilities that may exceed the value of the Funds’ original investments therein. For example, under certain circumstances, a lender who has inappropriately exercised control over the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to the Funds and distribution by the Funds to the investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be

adversely affected by local statutes relating to, among other things, fraudulent conveyances voidable preferences lender liability and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims.

Investments in Smaller or Less Established Companies. The Adviser may invest a portion of the Funds’ assets in the securities of smaller or less established companies. Portfolio investments in such smaller or less established companies may involve greater risks than generally are associated with investments in larger or more established companies. To the extent there is any public market for the securities held by the Funds, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Smaller or less established companies tend to have lower capitalizations and fewer resources and, therefore, often are more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow.

Non-U.S. Investments. The Adviser may invest a portion of the Funds’ aggregate capital commitments outside of the U.S. Non-U.S. securities involve certain factors not typically associated with investing in U.S. securities, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which the Funds’ foreign investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative liquidity of some foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation; (iii) certain economic, social and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability and the possibility of expropriation or confiscatory taxation or other changes in law; (iv) differences between U.S. and foreign market contract terms (e.g., foreign contracts do not typically include many of the closing conditions that are commonly found in U.S. contracts); (v) tax-related issues, including tax filing obligations in non-U.S. jurisdictions in which the Fund invests, the possible imposition of withholding or other taxes (including on dividends, interest payments or capital gains), double taxation of income earned overseas and the possibility of investors being subject to tax on income earned by foreign companies even when no cash distributions are made by such foreign companies; (vi) less developed corporate laws regarding fiduciary duties and the protection of investors; and (vii) the potential challenges to implementing the Adviser’s strategy in nonU.S. investments due to greater difficulty in managing change and monitoring progress given potential differences in language, culture, business practices, market customs, and legal framework. Anti-fraud and anti-insider trading legislation in these countries may be rudimentary. There may be no prohibitions or restrictions on the ability of management to terminate existing business operations, sell or otherwise dispose of a portfolio company’s assets, or otherwise materially affect the value of such portfolio company without the consent of such portfolio company’s shareholders. Anti-dilution protection also may be very limited. In certain of these countries, the concept of fiduciary duty on the part of the management of directors of companies to shareholders may be limited. The legal systems in these countries may offer no effective means for a Fund to seek to enforce its rights or otherwise seek legal

redress or to seek to enforce non-U.S. legal judgments. In addition, portfolio companies located in non-U.S. jurisdictions may be involved in restructurings, bankruptcy proceedings and/or reorganizations that are not subject to laws and regulations that are similar to the U.S. Bankruptcy Code and the rights of creditors afforded in U.S. jurisdictions. To the extent such non-U.S. laws and regulations do not provide a Fund with equivalent rights and privileges necessary to promote and protect its interest in any such proceeding, such Fund’s investments in any such portfolio company may be adversely affected. While the General Partners intend, where deemed appropriate, to manage the Funds in a manner that will minimize exposure to the foregoing risks to the extent practicable, there can be no assurance that adverse developments with respect to such risks will not adversely affect the assets of the Funds that are held in certain countries.

Public and Credit Investing. The Governing Documents of certain Funds permit such Funds to make investments in (i) public equity securities, (ii) public and private debt securities, loans and other evidence of indebtedness, and (iii) swaps, options or other derivatives the value of which is based upon any item referred to in clause (i) or (ii) of this sentence. The amount of such investments may be substantial, although the Governing Documents of such Funds generally provide that no more than 25% of capital commitments may consist of investments in publicly traded securities (subject to certain exceptions) and derivatives of the type referred to in the immediately preceding sentence. The market for making investments of the type referred to in the first sentence of this paragraph is highly competitive, with many investors seeking such opportunities. Many such other investors have substantially greater relevant resources than the Adviser, including larger capital sources, more focused and extensive experience, and stronger networks for investment sourcing. To the extent a Fund makes investments in swaps or other derivatives, such Fund will be exposed to the credit risk of any counterparty to the derivative. Accordingly, even if the underlying investment generates attractive returns, such Fund may generate less attractive returns, or lose all or a portion of the capital it has exposed to such investment, if the counterparty becomes insolvent or otherwise fails to have the ability to pay. The focus of the investment experience of the Adviser and its investment professional staff to date has been on private equity investing and has not been on the types of investments referred to in the first sentence of this paragraph. In light of the factors set forth in this paragraph, there can be no assurance that a Fund will be successful in making such investments or that the returns from such investments will be comparable to the returns from other investments of such Fund.

Foreign Investment Controls. Foreign investment in securities of companies in certain of the countries in which the Adviser may invest is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment above certain ownership levels or in certain sectors of the country’s economy and increase the costs and expenses of the Funds. Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales by foreign investors and foreign currency. The Funds could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital interests and dividends paid on securities held by the Funds, and income on such securities or gains from the disposition of such securities may be subject to withholding taxes imposed by certain countries where the Funds invest or in other jurisdictions.

Investments with Third Parties. The Adviser may cause the Funds to co-invest with third parties through partnerships, joint ventures or other entities, thereby acquiring noncontrolling interests in certain portfolio companies. The relevant Fund may not have control over these companies and, therefore, may have a limited ability to protect its position therein. Such portfolio investments may involve risks not present in portfolio investments where a third party is not involved, including the possibility that a third-party partner or co-investor may have financial difficulties resulting in a negative impact on such portfolio investment, may have economic, tax or business interests or goals which are inconsistent with those of the Adviser, or may be in a position to take action contrary to the Adviser’s investment objectives. In addition, the Fund may in certain circumstances be liable for the actions of its third-party partners or co-investors.

Minority Investments. The Adviser may invest in minority positions of companies and in companies for which the Adviser has no right to exert significant influence. In such cases, the Adviser will be significantly reliant on the existing management and board of directors of such companies, which may include representatives of other investors with whom the Adviser is not affiliated and whose interests may conflict with the interests of the Adviser.

Use of Leverage. While investing in leveraged companies offers the opportunity for capital appreciation, such investments also involve a higher degree of risk. The companies the Adviser invests in may involve varying degrees of leverage, as a result of which recessions, operating problems, and other general business and economic risks may have a more pronounced effect on the profitability or survival of such companies. Moreover, any rise in interest rates may significantly increase a portfolio company’s 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. This leverage may result in more serious adverse consequences to such portfolio companies (including their overall profitability or solvency) in the event these factors or events occur than would be the case for less leveraged companies. This could impair such portfolio company’s ability to finance its future operations and capital needs and result in restrictive financial and operating covenants. As a result, such portfolio company’s flexibility to respond to changing business and economic conditions may be limited. If such a portfolio company is unable to generate sufficient cash flow to meet principal and/or interest payments on its indebtedness or make regular dividend payments, such portfolio company may default on its loan agreements or be forced into bankruptcy, resulting in a restructuring of such portfolio company’s capital structure or liquidation, in which case the value of the investment in such portfolio company could be significantly reduced or even eliminated. Further, an adverse economic change could result in some lenders imposing more stringent restrictions on the terms of credit or a general reduction in the amount of credit available in the markets in which the Funds will seek to invest. Any negative impact from the tightening of, or adverse changes in, the credit markets may result in: (a) an inability to finance the acquisition of investments on favorable terms, if at all; (b) increased financing costs; or (c) financing with increasingly restrictive covenants. Such changes in turn may negatively impact the performance of investments in portfolio companies. To the extent there is a lack of readily available and reasonably priced debt financing available to potential purchasers at the time the Funds are ready to dispose of an

investment, such circumstances could materially and negatively affect the number of potential purchasers and the prices purchasers are willing to pay the Funds.

Cross-Collateralization. The Funds, from time to time, enter into borrowing or other financial arrangements that require a Fund to be jointly and severally liable for the obligations of another Fund(s), or for a Fund to be jointly and severally liable for its obligations and another Fund(s) to be severally liable for such obligations, and/or crossguarantee such obligations of another Fund(s). In addition, to the extent permitted by applicable law (including ERISA (as defined below)), indebtedness may be structured in a way that the Funds are jointly responsible for the repayment of the indebtedness on a crossguarantee, cross-collateralized or cross-default basis. If a Fund defaults on such joint and several, cross-guarantee or cross-collateralized arrangement, the other Fund(s) may be held responsible for the defaulted amount. Additionally, the terms of such arrangements for a Fund also provide that a default by such Fund will cause a default in respect of such arrangements entered into by the other Funds (and vice versa). Such cross-default provisions would enable the Funds’ lenders or financial arrangement counterparties to terminate the Funds’ relevant borrowing or other financial arrangements and may cause the Funds to be in default on other unrelated obligations.

Bridge Financings. From time to time, the Adviser may cause the Funds to lend to portfolio companies on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt securities or other refinancing or syndication. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always within the Adviser’s control, such long-term securities may not be issued and such bridge loans may remain outstanding. Further, with respect to the making of any such bridge financings in the form of loans, a Fund may be subject to various laws and regulations applicable to lenders, and the holding of such loans could potentially subject a Fund to various “lender liability” risks. In such event, the interest rate on such loans or the terms of such interim investments may not adequately reflect the risk associated with the unsecured position taken by the Funds. Such lending arrangements create conflicts of interest between the Funds, acting as lender, and the portfolio company, acting as borrower. Depending on the applicable facts and circumstances, it is possible that bridge loans that are structured as debt for U.S. federal income tax purposes could cause a non-U.S. investor to recognize income from commercial activity (“CAI”) as defined in Section 892(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or income connected with a U.S. trade or business (“ECI”). Although the Funds expect to take the position that bridge financed debt investments by the Funds should not cause non-U.S. investors to recognize CAI and ECI, no assurances can be provided that the Internal Revenue Service (“IRS”) will not challenge such position and, if so, that the IRS will not be successful in asserting that such non-U.S. investors are engaged in a U.S. trade or business or commercial activities for U.S. federal income tax purposes.

General Economic and Market Conditions. The private equity industry generally and the success of the Adviser’s investment activities will be affected by general economic and market conditions, as well as by changes in laws, currency exchange controls, and national and international political and socioeconomic circumstances. A sustained downturn in the U.S. or global economy (or any particular segment thereof) could adversely affect the Funds’ profitability, impede the ability of the Funds’ portfolio companies to perform under or

refinance their existing obligations, impair the Adviser’s ability to effectively source or exit the portfolio investments of the Funds on favorable terms, and generally have a negative impact on the performance and value of the Funds’ investments. Any of the foregoing events could result in substantial or total losses to the Funds in respect of certain portfolio investments, which losses will likely be exacerbated by the presence of leverage in a portfolio company’s capital structure.

Interest Rates. A Fund may have exposure to interest rate risks, meaning that changes in prevailing interest rates could negatively affect a Fund. Over any defined period of time, a Fund’s interest-bearing assets may be more sensitive to changes in market interest rates than the Fund’s interest-earning liabilities, or vice versa. Factors that may affect market interest rates include, without limitation: inflation, slow or stagnant economic growth or recession, unemployment, money supply and the monetary policies of the Board of Governors of the U.S. Federal Reserve System, international disorders and instability in domestic and nonU.S. financial markets. A Fund may periodically experience imbalances in the interest rate sensitivities of its assets and liabilities and the relationships of various interest rates to each other. In a changing interest rate environment, a Fund may not be able to manage this risk effectively. Failure to manage interest rate risk effectively could adversely affect a Fund’s performance.

Inflation. Inflation is a sustained rise in overall price levels. Moderate inflation is associated with economic growth, while high inflation can signal an overheated economy. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money (i.e., as inflation increases, the values of a Fund’s assets can decline). Inflation may pose a risk to investors because it can reduce savings and investment returns. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets, particularly in emerging economies. Furthermore, wages, prices of inputs and borrowing costs increase during periods of inflation, which can negatively impact returns on investments. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Central banks, such as the U.S. Federal Reserve, generally attempt to control inflation by regulating the pace of economic activity. They typically attempt to affect economic activity by raising and lowering short-term interest rates, which could create downward pressure on the value of certain investments made by the Funds. At times, governments may attempt to manage inflation through fiscal policy, such as by raising taxes or reducing spending, thereby reducing economic activity; conversely, governments can attempt to combat deflation with tax cuts and increased spending designed to stimulate economic activity. Should inflation worsen in the future, the U.S. Federal Reserve and other global central banks could raise interest rates, which could create downward pressure on the value of certain investments made by the Funds. We cannot predict with certainty any future action that the U.S. Federal Reserve and/or any other global central bank may take with respect to interest rates or the affect any such potential future action may have on inflationary pressure. Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and a Fund’s investments may not keep pace with inflation, which may result in losses to the Fund and its investors. There can be no assurance that wide-spread inflation will not become a serious

problem in the future and have an adverse impact on a Fund’s returns. If inflation increases, the real value of a Fund’s investments could decline and the interest payments on a Fund’s borrowings, if any, may increase. If inflation were to rise at rates higher than those anticipated in underwriting a Fund’s portfolio investments, the effective rate of return on such portfolio investments may be reduced. As a result, an unexpected rise in the rate of inflation could have a material and adverse impact on a Fund and its portfolio investments.

Contingent Liabilities Upon Disposition. In connection with the Adviser’s disposition of a Fund’s portfolio investments, the Fund may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of any business, and the Fund may be responsible for the content of disclosure documents under applicable securities laws. The Fund may also be required to indemnify the purchasers of such portfolio investment or underwriters to the extent that any such representations or disclosure documents turn out to be inaccurate. These arrangements may result in contingent liabilities, which shall be borne by the relevant Funds. The Adviser generally will establish reserves as appropriate to provide for such contingent liabilities. In the event that the amount of such contingent liabilities exceeds the reserves and other assets of the Fund, the investors of the Fund may be required to repay to the Fund or to pay to creditors of the Fund distributions previously received by them.

Adverse Consequences of Ownership of Controlling Interest in Portfolio Companies. It is expected that the Funds will often own a controlling percentage of the common equity of portfolio companies which, depending upon the amount of equity owned by the applicable Fund, contractual arrangements between the portfolio company and the Fund, and other relevant factual circumstances, could result in an extension to one year of the 90-day bankruptcy preference period with respect to payments made to the relevant Fund. In addition, because of its equity ownership, representation on the board of directors and/or contractual rights, the Fund may often be thought to control, participate in the management of or influence the conduct of portfolio companies. These factors could expose the assets of the Funds to claims by a portfolio company, its other security holders, its creditors or governmental agencies.

Third Party Involvement. The Funds may co-invest with third parties through partnerships, joint ventures or other entities. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that a third party co-venturer or partner may at any time have economic or business interests or goals which are inconsistent with those of the Funds, or may be in a position to take action contrary to the investment objective of the Funds. In addition, the Funds may in certain circumstances be liable for actions of its third-party co-venturer or partner.

Formation of Successor Funds. The Adviser may, subject to restrictions included in the Governing Documents of certain Funds, organize or manage additional investment funds providing equity financing for leveraged acquisitions which may be competitive with the Funds, and there can be no assurance that the creation of such additional funds will not give rise to conflicts of interest between the investors of the respective funds.

Hedging Policies/Risks. In connection with the financing of certain portfolio investments, the Adviser may employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices and currency exchange. While such transactions

may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while the Funds may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, or currency exchange rates may result in a poorer overall performance for the Funds than if they had not entered into such hedging transactions.

Advisory Fee Payable Regardless of Performance. Generally, the Advisory Fees are required to be paid to the Adviser even if the Funds experience net losses in a particular year or over the term of the Funds.

Mandatory Withdrawal. The Adviser generally has the authority under the Governing Documents to permit or require an investor to withdraw from a Fund if the Adviser determines that the continued participation in the Funds of such investor could materially adversely affect such Fund (for example, by causing the Funds to be registered as an investment company under the 1940 Act, or causing the Fund’s assets to be treated as “plan assets” under the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”)). The Funds may be required to liquidate investments in order to facilitate withdrawals. A reduction in the size of the Funds could result in greater concentration in a fewer number of investments.

Valuation of Assets. There is no actively traded market for most of the securities owned by the Funds. When estimating fair value, the Adviser will apply a methodology based on its best judgment that is appropriate in light of the nature, facts and circumstance of the investments. Valuations of all portfolio investments (including whether a portfolio investment should be written down to zero) will ultimately be calculated and/or determined by the applicable General Partner utilizing valuation methodologies that involve subjective determinations, judgments, projections and opinions, including about future events, which could turn out to be incorrect. Valuations are subject to multiple levels of review for approval and ensuring that portfolio investments are fairly valued is an important focus of the Adviser. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and differs from the prices at which such securities may ultimately be sold and the difference between the ultimate sale price and carrying value may be material. The Adviser’s and the General Partners’ valuation determinations may not be accurate and/or third parties (including investors) could disagree with such valuations. Third-party pricing information may at times not be available regarding certain of a Fund’s assets. With respect to the Funds, the exercise of discretion in valuation by the Adviser gives rise to conflicts of interest, as valuations (including, for instance, determination of when an investment should be written down or written off) impact the Adviser’s track record. The General Partners have an economic incentive not to write portfolio investments down to zero. Also, the performance allocation in certain Funds is calculated based, in part, on these valuations and such valuations may affect the amount and timing of performance fees and the calculation of Advisory Fees. Additionally, under certain limited circumstances set forth in the Governing Documents, distributions in kind of portfolio investments for which market quotations are not readily available may be made. The valuation of such portfolio investments will be determined by the relevant General Partner in accordance with the Governing Documents. The valuation of portfolio investments may affect the General Partners’ entitlement to Carried Interest. As a result, although such valuations will be determined in accordance with the Adviser’s

valuation policies (and the valuation methodology described in the Governing Documents), there may be circumstances where the General Partners are incentivized to determine valuations that may be higher than the actual fair value of the Funds’ portfolio investments. Moreover, in connection with any distribution in kind of securities permitted under the Governing Documents, the General Partners’ entitlement to Carried Interest generally will be determined based upon the market prices of such securities. As such, the General Partners may be incentivized to effect any such distribution in kind on one of more dates where it believes such market prices are at a high and limited partners may not be able to ultimately dispose of such securities at the prices upon which the General Partners’ entitlement to Carried Interest was determined.

Need for Follow-On Investments. Following its initial investment in a given portfolio company, a Fund may decide to provide additional funds to such portfolio company or may have the opportunity to increase its investment in a portfolio company. There is no assurance that such Fund will make follow-on investments or that such Fund will have sufficient funds to make all or any of such investments. Any decision by a Fund 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, may result in a lost opportunity for such Fund to increase its participation in a successful operation, may result in the Fund’s investment in the relevant portfolio company becoming diluted and, in circumstances where the follow-on investment is offered at a discount to market value, may result in a loss of value for the Fund.

Secondaries and other GP-Led Transactions. There continues to be a significant market in the private fund sector for secondary sales, GP-led transactions, continuation funds, successor fund investments and other transactions for the disposition of investments. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase a portion of one or more investments that will continue to be managed by the Adviser following the transaction. Such transactions are undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where the Adviser believes there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets (including a portfolio that combines assets from multiple Funds sponsored by the Adviser and its affiliates). However, certain of such transactions are expected to require a limited partner to invest additional capital in the existing Fund and/or other investment vehicles, a greater exposure to one or more particular portfolio company, and/or a delay in the full liquidation of its investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant General Partner to the extent of its right to receive Carried Interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Fund or limited partner and those of the Adviser or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where the Adviser or an affiliate will continue to manage and receive fees and/or performance-based compensation

relating to the subject assets following the transaction, their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Fund, the Adviser, the relevant General Partner and any buyer group relating to the valuation and consideration offered for the investment(s) subject to the transaction. Further, the relevant General Partner is expected to be incentivized to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Fund, and in such circumstances the Adviser reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant advisory committee prior to the closing of the transaction, there can be no assurance that the Adviser will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of a Fund or any individual limited partner or group of limited partners. However, the Adviser reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Documents.

Material Non-Public Information. By reason of their responsibilities in connection with their other activities, the Adviser (or its professionals or employees) may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. In addition, the information provided to investors by the Funds may include material non-public information about portfolio companies. The Funds will not be free to act upon any such material non-public information that they acquire, and investors may be restricted in their ability to buy or sell securities or bank debt of companies about which they have received material non-public information. Due to these restrictions, the Funds and investors may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Such possession of material, non-public information may create a conflict of interest between the representatives’ and the Adviser’s duties and obligations to the companies on whose boards these representatives participate and the Funds’ ability to effect purchases and sales of the securities of such companies. Inadvertent trading on material non-public information could have adverse effects on the Adviser’s reputation, result in the imposition of regulatory or financial sanctions, and as a consequence, negatively impact the Adviser’s ability to perform its investment management services on behalf of the Funds; provided that the foregoing is mitigated by the fact that the Adviser will maintain a Code of Ethics that will limit its employees’ ability to engage in personal trading and allow the Adviser to monitor such activity.

Illiquid and Long-Term Investments. Investment in the Funds requires a long-term commitment with no certainty of return. There most likely will be little or no near-term cash flow available to the investors. Many of the investments will be highly illiquid and there can be no assurance that the Funds will be able to realize returns on such investments in a timely

manner. Consequently, dispositions of such investments may require a lengthy time period or may result in distributions in kind to the investors. 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 investment in a portfolio company is made. The Funds will generally acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act, or in a private placement or other transaction exempt from registration under the Securities Act. In some cases, the Funds may be prohibited or limited by contract from selling certain securities at a time or price it might otherwise desire to do so. Even where the Funds hold freely tradable publicly traded securities, the Funds’ positions may represent a significant portion of the outstanding public float of a particular company, creating a degree of illiquidity when the Funds wish to dispose of or reduce their position in such company by selling shares into the market.

Assumption of Contingent Liabilities. In connection with an investment, a Fund may assume, or acquire a portfolio company subject to, contingent liabilities. These liabilities may be material and may include liabilities associated with pending litigation, regulatory investigations, environmental actions, or payment of indebtedness among other things. To the extent these liabilities are realized, they may materially adversely affect the value of a portfolio company. In addition, if a Fund has assumed or guaranteed these liabilities, the obligation would be payable from the assets of such Fund, including the remaining commitments of investors.

U.S. Dollar Denomination of Interests; Foreign Currency and Exchange Rate Risks. Interests are denominated in U.S. dollars. Investors subscribing for interests in a Fund in any country in which U.S. dollars are not the local currency should note that changes in the value of exchange between U.S. dollars and such currency may have an adverse effect on the value, price or income of the investment to such investor. There may be foreign exchange regulations applicable to investments in foreign currencies in certain jurisdictions. In addition, the Funds’ assets generally will be denominated in the currency of the jurisdiction in which the assets are located. Consequently, the return realized on any investment by investors whose functional currency is not the currency of the jurisdiction in which the assets are located may be adversely affected by movements in currency exchange rates, costs of conversion and exchange control regulations, in addition to the performance of the investment itself. The Funds may also incur costs when converting one currency into another. Each prospective investor should consult with his or her own counsel and advisors as to all legal, tax, financial and related matters concerning an investment in the interests of a Fund.

Legal, Tax and Regulatory Risks. Legal, tax and regulatory changes could occur during the term of a Fund that may adversely affect such Fund, its portfolio companies or investors. For example, from time to time the market for private equity 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. The Funds may invest in portfolio companies that operate in a highly regulated environment and are subject to extensive legal and regulatory restrictions and limitations and to supervision, examination and enforcement by regulatory authorities. New and existing regulations and burdens of regulatory compliance may directly impact the business and results of operations of, or otherwise have a material adverse effect on, portfolio companies that are subject to regulation. Failure to comply with

any of these laws, rules or regulations, some of which are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines, which may have material adverse effects. Additionally, foreign investment in securities of companies in certain of the countries in which the Funds may invest is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment above certain ownership levels or in certain sectors of the country’s economy and increase the costs and expenses of the Funds. Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales by foreign investors and foreign currency. A Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital interests and dividends paid on securities held by such Fund, and income on such securities or gains from the disposition of such securities may be subject to withholding taxes imposed by certain countries where such Fund invests or in other jurisdictions. Additionally, the legal, tax and regulatory environment for private equity advisers is evolving, and changes in the regulation and market perception of such advisers, including changes to existing laws and regulations and increased criticism of the private equity and alternative asset industry by regulators and politicians and market commentators, may materially adversely affect the ability of the Adviser to pursue its investment strategies and the value of its investments. In recent periods, the increase in focus on the alternative investment industry among politicians and regulators, as well as the increase in the capital allocated to alternative investment strategies have led to increased governmental and regulatory (as well as self-regulatory) scrutiny of the private equity and alternative investment industry in general, and certain legislation both proposing and effectuating greater regulation of the private equity and alternative investment industry is being, and may in the future be, considered or acted upon by governmental or self-regulatory bodies of both U.S. and non-U.S. jurisdictions. It is impossible to predict what, if any, further changes may be instituted with respect to the regulations applicable to the Adviser, its investments and its affiliates, the markets in which they operate and invest or the counterparties with which they do business, or what effect such legislation or regulations may have. There can be no assurance that the Adviser, its investments or its affiliates will be able, for financial reasons or otherwise, to comply with future laws and regulations, and any regulations that restrict the ability of the Adviser to implement its investment strategy could have a material adverse impact on the Adviser and its investments. Additionally, the interpretation and application of tax laws and regulations by certain authorities may not be clear, consistent or transparent. Uncertainty in the tax law may require the accrual of potential tax liabilities even in situations where the Funds or the limited partners do not expect to be ultimately subject to such tax liabilities. Moreover, accounting standards or related tax reporting obligations may change, giving rise to additional accruals or other obligations.

Tax Reform Risks. Tax law is subject to change and various historic and current legislative proposals could affect the Funds and the investors. Under current law, capital gains in respect of a General Partner’s right to Carried Interest will be subject to a three-year “holding period” in order to be classified as “long term capital gains,” while the corresponding holding period

requirement with respect to capital gains that Fund investors are allocated is one year. This Carried Interest holding period requirement could affect investment decisions, including the timing and structure of dispositions and other realization events, and it could adversely impact returns for investors. For example, the holding period requirement may incentivize the General Partner to cause a Fund to hold an investment for longer than three years in order for the General Partner to obtain a preferential tax rate on Carried Interest, even if there are attractive realization opportunities prior to that time. Further, there are currently administrative and legislative proposals to further change the tax treatment of “carried interest” in ways that may be adverse to partners in the General Partner. A General Partner and the Adviser may take these potential adverse consequences into account in their management and operation of the Funds and in addressing these adverse consequences, the interests of the General Partner and the Adviser, on the one hand, may diverge from the interests of the investors, on the other hand.

United Kingdom Exit from the European Union. On January 31, 2020, the United Kingdom (“UK”) formally left the European Union (“EU”). Following its withdrawal from the EU, the UK entered into a transition period, during which EU law continued to apply in the UK while the UK government and the EU negotiated the terms of their future relationship. The transition period expired on December 31, 2020, and EU law no longer applies in the UK. The UK and the EU have agreed to a trade and cooperation agreement pursuant to which there will be no tariffs or quotas on goods traded between the UK or the EU. However, services are not comprehensively covered in the agreement and negotiations are ongoing in relation to provision of financial services in particular. Political and economic uncertainty and periods of exacerbated volatility in both the UK and in wider European markets may continue for some time. It also remains possible that the UK’s withdrawal from the EU may lead to a call for similar referendums in other European jurisdictions, which may cause increased economic volatility in the European and global markets. It is difficult to predict what the future economic, tax, fiscal, legal, regulatory and other implications will be for the asset management industry, the broader UK, European and global financial markets generally and for private funds such as the Funds’ portfolio investments. This uncertainty is likely to continue to impact the global economic climate and may impact opportunities, pricing, availability and cost of bank financing, regulation, values or exit opportunities of companies or assets based, doing business, or having service or other significant relationships in, the UK or the EU, including companies or assets held or considered for prospective investment by the Funds. Future application of EU-based legislation to the private fund industry in the UK and the EU will ultimately depend on the outcome of the ongoing negotiations. There can be no assurance that any renegotiated terms or regulations will not have an adverse impact on the Funds and their investments, including the ability of the Funds to achieve their investment objectives. Brexit may result in significant market dislocation, heightened counterparty risk, an adverse effect on the management of market risk and, in particular, asset and liability management due in part to redenomination of financial assets and liabilities, and increased legal, regulatory or compliance burden for limited partners and the Funds, each of which may

have a negative impact on the operations, financial condition, returns or prospects of the Funds. This mid- to long-term uncertainty may have an adverse effect on the economy generally and on the ability of the Funds and their portfolio companies to execute their respective strategies and to receive attractive returns. In particular, currency volatility may mean that the returns of the Funds and its portfolio companies are adversely affected by market movements and may make it more difficult, or more expensive, for the Funds to execute prudent currency hedging policies. Potential decline in the value of Sterling against other currencies, along with the potential downgrading of the UK’s sovereign credit rating, may also have an impact on the performance of the Funds’ portfolio companies located in the UK or Europe. In addition to broader economic and market concerns, the exit by the UK of the EU will have implications on the UK and European legal, tax and regulatory regimes. For example: (a) historically, most UK financial services legislation has derived from EU law and certain aspects may be replaced with less or more restrictive provisions; and (b) certain EU directives and rules in the field of taxation ceasing to apply may lead to higher tax and/or tax compliance costs being incurred by the Fund when making investments in the UK than would otherwise have been the case. In light of the above, no definitive assessment can currently be made regarding the impact that Brexit will have on the Funds, their investee companies or their organisations more generally.

Benchmark Risks. The London Interbank Offered Rate (“LIBOR”) was the offered rate at which major international banks could obtain wholesale, unsecured funding. The terms of investments, financings or other transactions (including certain derivatives transactions) to which a Fund may be a party have historically been tied to LIBOR. In connection with the global transition away from LIBOR led by regulators and market participants, LIBOR was last published on a representative basis at the end of June 2023. Alternative reference rates to LIBOR have been established in most major currencies (e.g., the Secured Overnight Financing Rate (“SOFR”) for U.S. dollar LIBOR and the Sterling Overnight Index Average for GBP LIBOR). The full impact of the transition to new reference rates on a Fund or the financial instruments in which a Fund invests cannot yet be fully determined. Interest rates or other types of rates and indices which are classified as “benchmarks” have been the subject of ongoing national and international regulatory reform, including under the EU regulation on indices used as benchmarks in financial instruments and financial contracts (known as the “Benchmarks Regulation”). The Benchmarks Regulation has been enacted into UK law by virtue of the EU (Withdrawal) Act 2018 (as amended), subject to amendments made by the Benchmarks (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (SI 2019/657) and other statutory instruments. Following the implementation of these reforms, the manner of administration of benchmarks has changed and may further change in the future, with the result that relevant benchmarks may perform differently than in the past, the use of benchmarks that are not compliant with the new standards by certain supervised entities may be restricted, and certain benchmarks may be eliminated entirely. Such changes could cause increased market volatility and disruptions in liquidity for instruments that rely on or are impacted by such benchmarks. Additionally, there could be other consequences which cannot be predicted.

SOFR Risk. SOFR is an index rate calculated based on short-term repurchase agreements backed by U.S. Treasury Instruments. While LIBOR was an unsecured rate, SOFR is a secured rate. SOFR, unlike LIBOR, reflects actual market transactions. Accordingly, SOFR is not the economic equivalent of LIBOR. Consequently, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, monetary policy, bank credit risk, market volatility or global or regional economic, financial, political, regulatory, judicial or other events. Additionally, because SOFR is published by the Federal Reserve Bank of New York (the “New York Fed”) based on data received from other sources, the Adviser has no control over the New York Fed’s determination, calculation, or publication. There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the Funds. If the manner in which SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on SOFR-linked floating rate instruments and the trading prices of such instruments. Additionally, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates. Although occasional, increased daily volatility in SOFR would not necessarily lead to more volatile interest payments, the return on and value of SOFRlinked floating rate instruments may fluctuate more than floating rate instruments that are linked to less volatile rates. All of the foregoing risks may affect the performance of the applicable bonds and loans in which the Funds invest, which in turn may adversely affect the performance of the Funds. All of the foregoing risks may affect (i) the performance of the applicable instruments in which the Funds invest and (ii) the interest rates payable by the Funds under their credit facilities, which in turn may adversely affect the performance of the Funds.

Investments Longer than Term. A Fund may make investments that may not be advantageously disposed of, or have liabilities that may not be resolved, prior to the date that such Fund will be dissolved, either by expiration of such Fund’s term or otherwise. Although the Adviser expects that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution and each General Partner generally has a limited ability to extend the term of such Fund, the Fund may have to sell, distribute or otherwise dispose of investments or resolve litigation or other contingent liabilities at a disadvantageous time as a result of dissolution. The General Partner of such Fund will be required to use its best efforts to reduce to cash and cash equivalents such assets of the Fund as the General Partner shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations, upon the dissolution of the Fund. There can be no assurances, however, with respect to the time frame in which the winding up and the final distribution of proceeds to the investors will occur.

Portfolio Company Pension Liability and Other Considerations. As a result of their equity ownership representation on the board of directors and/or contractual rights, the Funds may be deemed to control, participate in the management of or influence the conduct of one or more portfolio companies. This could expose the assets of a Fund to claims by a portfolio company, its other security holders, its creditors or governmental agencies. In addition, if a Fund holds 80% or more of the interests in a portfolio company and the Fund is found to be a “trade or business” under ERISA, a court could find that the Fund is jointly and severally

liable with the portfolio company for any withdrawal liability with respect to a multiemployer pension plan which the portfolio company withdraws or is deemed to withdraw from. There is also a risk that the Funds could be deemed to be part of a “partnership-in-fact” with certain co-investors based on joint investment and other activities. This is currently an unsettled area of law, which is subject to recent litigation in the First Circuit Court of Appeals, and ongoing litigation in the district courts, and significant questions remain regarding the potential application of these theories to similar factual situations. If a Fund were to be deemed a “trade or business” with the requisite level of ownership of an investment, either alone or in concert with other investors, the Fund could face liability with respect to the pension plans of its portfolio companies. In addition, it is possible that a court could expand this theory to cause multiple portfolio companies of the Funds to be treated as a controlled group or under common control, and thereby be liable for these funding obligations.

Possibility of Fraud and Other Misconduct of Employees and Service Providers. Misconduct by employees of the Adviser, service providers to the Adviser or the Funds and/or their respective affiliates could cause significant losses to such Funds. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by such Funds, the improper use or disclosure of confidential or material non-public information, which could result in litigation, regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of such Funds and noncompliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to such Funds. The Adviser has controls and procedures through which they seek to minimize the risk of such misconduct occurring. However, no assurances can be given that the Adviser will be able to identify or prevent such misconduct.

Market Disruption, Health Crises, Terrorism, and Geopolitical Risk. A Fund is subject to the risk that war, terrorism, global health crises or similar pandemics, other related geopolitical events, extreme weather and climate-related events, and other events affecting the financial markets may lead to increased short-term market volatility and have adverse long-term effects on world economies and markets generally, as well as adverse effects on issuers of securities and the value of a Fund’s investments. War, terrorism, and related geopolitical events, as well as global health crises and similar pandemics, extreme weather and climate-related events, and other events affecting the financial markets have led, and in the future may lead, to increased short-term market volatility and may have adverse longterm effects on world economies and markets generally. Material changes and fluctuations in the economic environment and wars and international conflicts, such as the IsraeliPalestinian conflict and the ongoing military conflict between Russia and Ukraine, the January 2026 United States military intervention in Venezuela, which resulted in the capture of incumbent Venezuelan President Nicolás Maduro and has caused significant regional instability, with potential implications for global oil markets given Venezuela’s substantial crude oil reserves and the recent joint United States and Israel strikes against, and ensuing conflict with, Iran, may affect the Funds’ ability to make investments and the value of investments held by the Funds or the Funds’ ability to dispose of investments. The shortterm and the longer-term impact of these events are uncertain, but they could continue to

have a material effect on general economic conditions, consumer and business confidence and market liquidity. Any economic downturn resulting from a recurrence of such marketplace events and/or continued volatility in the financial markets could adversely affect the financial resources of the Funds and their portfolio companies. Additionally, the significant expansion of the sanctions lists in the EU, the UK, the U.S., Canada (and other jurisdictions) and targeting of major financial institutions, in addition to other measures to limit Iran and Russia’s access to global financial markets and systems, may impact the Adviser’s operations, valuations and portfolio companies. It is not possible to predict the broader or longer-term consequences of these events, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates, exchange controls and financial markets. Such events as well as other changes in world economic, political, and health conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund’s investments. Further, escalation of any of the foregoing conflicts or political events, or the emergence of new geopolitical tensions or conflicts, could potentially have a significant adverse impact and result in significant losses to a Fund and/or its portfolio companies. Geopolitical instability can adversely affect global financial markets (including credit markets), commodity prices, supply chains, currency exchange rates and investor confidence, and any resulting displacement of populations can further destabilize affected regions. The imposition or modification of sanctions regimes may affect a Fund’s ability to transact with certain counterparties or in certain jurisdictions, and these and/or other changes in the geopolitical landscape may limit the ability of a Fund to manage, finance, and exit its investment in portfolio companies as well as the price at which any such exit could occur. The inherent unpredictability of these situations, including the potential for conflicts to spread to additional regions or draw in additional nations, presents material uncertainty with respect to the Funds, the operations, financial condition, and performance of portfolio companies, and the ability of the Funds to achieve their investment objectives. At such times, a Fund’s exposure to a number of other risks described elsewhere in this section can increase. Specifically, changes in the U.S. presidential administration can significantly influence the economic environment and regulatory framework in which investment firms operate, introducing new policies, regulations, and economic priorities that may affect the performance and strategic direction of the Funds’ investments. Regulatory changes, such as alterations in tax policies, financial regulations, and labor laws, could impact the profitability and operational efficiency of the Funds’ portfolio companies. Economic policies can influence market conditions, interest rates, and overall economic growth, affecting consumer spending, business investment, and access to capital. Shifts in foreign policy and trade relations may impact global supply chains and market access, creating uncertainties and disrupting business operations. Recently, trade conflicts between the U.S. and certain foreign countries have intensified. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including the Mexican, Canadian and Chinese governments, have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers

to trade, an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have an adverse impact on the performance of the Funds and returns to investors (see Trade Disputes and Tariffs below). In addition, the U.S. and governments globally have seen a rise in populist and nationalist tendencies, with political parties espousing such themes gaining strength in local and national elections. Such rising tendencies could have repercussions across regional and global financial markets, which could adversely affect the valuations of the Funds’ investments. Increased focus and scrutiny of globally operating organizations may adversely affect the Funds and their investment activities. Additionally, the Funds or their portfolio companies may be affected by force majeure events such as events beyond the control of the party claiming that the event has occurred including, without limitation, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism and labor strikes. Some force majeure events may adversely affect the ability of a party, including the Funds, a portfolio company or a counterparty to a Fund or a portfolio company to perform its obligations until it is able to remedy the force majeure event. In certain circumstances, a Fund or a portfolio company of a Fund may be a party to a contract which does not provide a remedy in favor of a Fund or such portfolio company if a force majeure event occurs. In this event, such Fund or such portfolio company may be required to continue to comply with its obligations (including, but not limited to, payment or performance of its obligations) under the contract even though it may not receive some or all of the benefits it is entitled to under such contract. Such a circumstance may cause such Fund or such portfolio company to suffer economic loss, and such loss may be exaggerated if a force majeure event subsists for an extended period of time. In addition, the cost to a portfolio company or the Funds of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events such as war or an outbreak of an infectious disease could have broader negative impact on the world economy and international business activity generally or in any of the countries in which the Funds have invested. A resulting negative impact on economic fundamentals and consumer confidence may increase the risk of default of particular investments, negatively impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, all of which could have a material adverse effect on the performance of the Funds’ investments, returns and the ability of the Funds to make and/or dispose of investments. No assurance can be given as to the effect of these events on the value of, or markets for, investments, or the Funds or a portfolio company’s ability to recover therefrom.

Geopolitical Events; Recent Turmoil in the Middle East. On February 28, 2026, the United States and Israel launched strikes against Iran, killing Iran’s supreme leader Ayatollah Khamenei. In retaliation, Iranian missiles and drones targeted Israel and a number of countries that host US military bases—including Bahrain, the United Arab Emirates, Kuwait, Qatar and Saudi Arabia—and Hezbollah fired projectiles at Israel. While there is significant uncertainty about the duration of the war in Iran, the White House has stated that it may be a protracted engagement. These events have destabilized the region and may lead to significant disruptions across the world economy. Further, shipping through the Strait of Hormuz, a waterway essential to the shipment of petroleum products, fertilizers and other essential goods, has experienced and may continue to experience prolonged disruption. Although it is impossible to predict exactly how this conflict will affect certain industries

and the world economy generally, including the industries in which the Funds invest, it is very likely that a prolonged war will have significant impacts across the market generally, which could materially and adversely impact the Adviser, the Funds and its portfolio investments.

Trade Disputes and Tariffs. Trade conflicts between the U.S. and certain foreign countries have intensified in recent periods. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. As a result, to the extent the Funds invest in portfolio companies that utilize inputs from countries subject to tariffs, the enactment of tariffs will result in increased operating costs for such portfolio companies, which has the potential to impact a Fund’s investment performance and returns to such Fund’s investors. Additionally, to the extent certain countries impose retaliatory tariffs on imports from the U.S., to the extent a Fund invests in portfolio companies that export goods to such countries, the retaliatory tariffs could limit the ability of such portfolio companies to compete in such foreign markets, which also has the potential to impact such Fund’s investment performance and returns to such Fund’s investors. More generally, future trade restrictions, protectionist measures or similar events beyond the Adviser’s control could escalate into a trade war and have a material adverse effect on the Adviser’s business operations and the Funds’ performance. Heightened economic uncertainty driven by tariffs and changing government policy could reignite inflationary pressures, impact central bank policy, and raise recessionary risks. Increases in borrowing costs driven by inflationary pressure, particularly in a macroeconomic environment which already features elevated borrowing costs, could further dampen consumer demand and investor confidence. In addition, the North American economic corridor may be negatively impacted by this uncertainty, which could include impacts to key U.S. exports. Additionally, escalation in tensions between the U.S. and major economies, coupled with such nations’ failure to adopt or maintain trade agreements and/or increased use of tariffs, sanctions or investment restrictions may contribute to a slowing of global economic growth and adversely affect the revenues and profitability of the Funds and their portfolio companies. Moreover, sanctions or other investment restrictions could preclude the Funds from investing in certain foreign companies or cause the Funds to sell investments at disadvantageous times. All of the foregoing has the potential to materially and adversely impact the Adviser, the Funds and their portfolio companies. Events such as these and their impact are difficult to predict and it is unclear whether tariffs or similar trading restrictions may be imposed or other escalating actions may be taken in the future.

Governmental Intervention. Disruptions in the global financial markets at times have led to governmental intervention. Such intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically, for sometimes prolonged periods, been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. If governmental intervention programs are then unwound,

there could be further uncertainty and adverse effects on the markets. It is impossible to predict what interim or permanent governmental restrictions (or easing of restrictions) may be imposed on the markets during a Fund’s term or the effect of such restrictions on a Fund’s strategies.

Operational and Cybersecurity Risks. Operating companies are increasingly interrelated and depend on complex and often interconnected information technology and communications systems to conduct business functions. These systems are subject to a number of different cyber threats and other risks such as cyber-attacks, breaches or failures including, among other things, the corruption of data maintained online, denial of services attacks on websites, and disruptions due to environmental or man-made disasters. To the extent that a portfolio company is subject to cyber-attack or other unauthorized access is gained to a portfolio company’s systems, such portfolio company may be subject to substantial losses in the form of stolen, lost or corrupted: (i) client data or payment information; (ii) client or portfolio company financial information; (iii) portfolio company software, contact lists or other databases; (iv) portfolio company proprietary information or trade secrets; or (v) other items. In certain events, a portfolio company’s failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. Any such operational and cybersecurity incidents could subject a portfolio company, and therefore the relevant Fund, to substantial losses. In addition, the Adviser, the Funds’ service providers, and other market participants depend on complex and often interconnected information technology and communications systems to conduct business functions. These systems are subject to a number of different threats and other risks that could adversely affect the Funds and their investors, despite the efforts of the Adviser and the Funds’ service providers to adopt technologies, processes, and procedures intended to mitigate these risks and help protect the security of their computer systems, software, networks, and other technology assets, as well as the security, confidentiality, integrity, and availability of information belonging to the Fund and its investors. For example, systems used by the Adviser and the Funds’ service providers may be vulnerable to damage or interruption from malware, network failures, computer and telecommunication failures, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Additionally, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, encrypt or otherwise prevent access to these systems of the Adviser, the Funds’ service providers and counterparties, as well as the data stored by these systems, including investor information. The Adviser and the Funds’ service providers may be subject to ransomware or other attacks that could cause a substantial business disruption or loss of security, integrity or availability of data that could prevent the Funds and Adviser from executing their investment strategy or accessing an account, which could lead to financial losses. Third parties may also attempt to fraudulently induce personnel, clients, third-party service providers or other users of the Adviser’s systems to disclose sensitive information in order to gain access to the Adviser’s, its affiliates, and/or their respective service providers’ data or that of the Funds’ investors or to transfer funds to unauthorized third parties. A successful penetration or circumvention of the security of the Adviser’s systems by unauthorized third parties could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Power or communications outages, extreme weather events,

acts of god, information technology equipment malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations of a Fund, the Adviser, a portfolio company or their service providers or impact critical data. Such cybersecurity and operational incidents could cause the Funds, the Adviser or their service providers to incur regulatory penalties, reputational damage, additional compliance and remediation costs, increased insurance premiums or financial loss. The Adviser utilizes multi-factor authentication across all supported external platforms by way of a mobile phone process. In addition, the Adviser may incur substantial costs related to investigation and remediation of the cybersecurity incident, increasing and upgrading cybersecurity protections including its administrative, technical, organizational and physical controls, acts of identity theft, unauthorized use or loss of proprietary information, adverse investor reaction, increased insurance premiums or difficulties obtaining insurance coverage, or litigation, regulatory actions or other legal risks.

Risks of Artificial Intelligence. The overall adoption of artificial intelligence (“AI”) technologies, including generative artificial intelligence technologies, machine learning, data analytics and aggregation tools, throughout society may exacerbate or create new and unpredictable competitive, operational, legal and regulatory risks to the Adviser’s and a Fund’s businesses. There is substantial uncertainty about the extent to which AI will result in dramatic changes throughout the world, and the Adviser may not be able to anticipate, prevent, mitigate, or remediate all of the potential risks, challenges, or impacts of such changes. These changes could potentially disrupt, among other things, the Adviser’s business models, investment strategies, operational processes, and the Adviser’s ability to identify and hire employees. The Adviser’s ability to use, manage and aggregate AI data, including data related to the use of AI tools, will be limited by the effectiveness of its policies, systems and practices that govern how AI data is acquired, validated, used, stored, protected, processed and shared. Failure to manage AI data effectively and to aggregate AI data in an accurate and timely manner may limit the Adviser’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. Some of the Adviser’s and Funds’ competitors may be more successful in the development and implementation of new technologies, including services and platforms based on AI, to address investor demands or improve operations. If the Adviser is unable to adequately advance its capabilities in these areas, or does so at a slower pace than others in its industry, the Adviser and the Funds may be at a competitive disadvantage. A Fund’s ability to compete effectively in its respective market may be adversely impacted as AI becomes increasingly important to operations if other third parties are able to incorporate AI into their products and offerings more quickly and successfully. While the Adviser may restrict certain uses of third-party and open source AI tools, the Adviser’s employees and consultants and a Fund’s portfolio companies will under certain circumstances use these tools, which poses additional risks relating to the protection of the Adviser’s and such portfolio companies’ proprietary AI data, including the potential exposure of the Adviser’s or such portfolio companies’ confidential information to unauthorized recipients and the misuse of the Adviser’s or third-party intellectual property, which could adversely affect the Adviser, a Fund or a Fund’s portfolio companies. The use of certain AI Technologies, in particular generative AI and agentic AI, is still in its early stages, and ineffective or inadequate AI development or deployment by AI firms presents risks to the business of the Adviser and could result in unintended consequences. For example, generative AI may be

used improperly or inappropriately, lead to the contamination of the Adviser’s proprietary information and render them unable to qualify for patent protection. Use of AI tools may result in allegations or claims against the Adviser, a Fund or a Fund’s portfolio companies related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. There can also be no assurance that the usage of AI will enhance any portfolio company’s products or services or be beneficial to any portfolio company’s businesses. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in the Adviser’s and its employees’ and consultants’ decision-making, portfolio management or other business activities, which could have a negative impact on the Adviser or on the performance of a Fund and its portfolio companies. AI algorithms and models that are used may have undisclosed inherent limitations, be flawed or contain errors, or may be based on datasets that are biased, outdated, collected in violation of applicable laws, or insufficient. To the extent that historical data used in a dataset is faulty, which could include it being inaccurate, not robust enough, or not indicative of the current or future conditions in an applicable market or sector, or an AI algorithm fails to filter biases in the underlying data or collection methods, the use of such AI Technologies may lead the Adviser to make determinations on behalf of a Fund, including potentially purchase and sale decisions, that have an adverse effect on a Fund’s portfolio investments. While AI may improve the efficiency of data analytics and reduce investment costs, there is no assurance that returns from investments utilizing AI will be higher than they would be if investment decisions were made solely using human analytics, or that the direct or indirect expenses related to AI will outweigh such reduced investment costs or outweigh such risks. AI may also be subject to data herding and interconnectedness (i.e., multiple market participants utilizing the same data), which may adversely impact the markets in which a Fund invests, and in turn, a Fund’s portfolio investments. AI tools could also be used against the Adviser, a Fund or a Fund’s portfolio companies in criminal or negligent ways. Additionally, the use of AI may increase and compound cybersecurity risks and operational and technological risks, as any latency, compromise, disruption or failure in AI systems or infrastructure could result in errors in analyses or malicious activity that could compromise the integrity, security or privacy of generated content. As the use and availability of AI tools has grown, the U.S. Congress and a number of U.S. federal agencies have been examining the AI tools and their use in a variety of industries, including financial services. The legislatures and administrative agencies of a variety of U.S. and non-U.S. governments have also proposed, and in a number of cases adopted, rules and regulations addressing the use of AI. AI faces an uncertain regulatory landscape in many jurisdictions. For example, in the European Union, the European Artificial Intelligence Act (the “EU AI Act”) entered into force on August 1, 2024 and has extraterritorial effect. Failure to comply with the requirements of the EU AI Act can, depending upon the nature of the breach, result in fines the higher of €7.5-35 million or 1-7% worldwide of annual turnover. In the U.S., at the federal level, government agencies, bureaus, and offices are publishing guidelines and rules regarding the application of their authority to regulate AI. At the U.S. state level, states such as California, Colorado, Utah, and Tennessee (among others) have enacted laws regulating aspects of AI. The scope, interpretation and standards of enforcement of the laws that are or may be applicable to a Fund are often uncertain and may be conflicting, particularly with respect to foreign laws. Ongoing and future regulatory actions with respect to AI generally or AI’s use in any industry in particular may alter,

perhaps to a materially adverse extent, the ability of the Adviser, a Fund or a Fund’s portfolio companies to utilize AI in the manner it has to-date, and may have an adverse impact on the ability of the Adviser, a Fund or a Fund’s portfolio companies to continue to operate as intended. Such uncertainty in the legal and regulatory regime relating to AI, such as evolving review by agencies including the SEC and the U.S. Federal Trade Commission (as well as regulators abroad), may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws and regulations, the nature of which cannot be determined at this time. Additionally, a Fund may invest in portfolio companies that utilize AI Technologies, including generative AI, to, among other things, enhance the advertising tools of portfolio companies, assist in the development of new products or services for portfolio companies and develop new features for existing products or services of portfolio companies. A Fund may also invest in portfolio companies that offer products that are, or are powered by, AI to their customers. Accordingly, such portfolio companies are subject to the same risks and unintended consequences described above, and there can be no assurance that the usage of AI will enhance portfolio company products or services or be beneficial to their business, including efficiency or profitability, or that returns from portfolio investments in companies that utilize AI will be higher than they would be if a Fund had made portfolio investments in other companies. Although the Adviser maintains, and portfolio companies may maintain, internal policies governing the use of AI, personnel of a Fund or a portfolio company could, unbeknownst to the Adviser, a Fund, or the portfolio company, use AI in contravention of such policies. The Adviser, a Fund or a portfolio company could be further exposed to the risks of AI if thirdparty service providers or any counterparties, whether or not known to the Adviser, a Fund or the portfolio company, also use AI in their business activities. The Adviser, a Fund and the portfolio companies will not be in a position to control the manner in which third-party products are developed or maintained, or the manner in which third-party services are provided.

Privacy and Data Protection Risk. The Adviser and the Funds’ portfolio companies will process personal information, including by storing and maintaining personal data related to their respective members, affiliates, employees and representatives, natural person investors, service provider representatives, customers and others. Such processing of personal information, which may also include the use of third-party processors and cloud-based services, will impose legal, operational and regulatory risks on the Adviser and the Funds’ portfolio companies. In recent years, there has been an increase in legal requirements relating to the collection, storage, use and transfer of personal information, and the legal framework around such matters is expected to continue to develop at both the international and state level. Certain activities of the Adviser, the Funds’ portfolio companies and/or their respective affiliates may, for example, be subject to the California Consumer Privacy Act or the Cayman Data Protection Law and other foreign, federal and state privacy laws such as the EU’s General Data Protection Regulation. The Adviser and/or its affiliates may not be able to accurately anticipate the ways in which regulators and courts will apply or interpret the law, and implementation, interpretation or application of privacy and data protection laws in a manner inconsistent with the Adviser’s expectations may adversely affect the Funds. For example, the failure of the Adviser, or one or more of its affiliates providing services to a

Fund, to comply with privacy and data protection laws could result in negative publicity, operational disruptions, and may subject such Fund to significant costs associated with litigation, settlements, regulatory action, judgments, liabilities or penalties and mandatory remediation. The same risks will apply to Fund portfolio companies that fail to comply with privacy and data protection laws. If the Adviser, a Fund portfolio company or one or more of their respective affiliates uses or discloses information improperly or suffers a security breach impacting personal information, they may be obligated to notify government authorities, stakeholders or individuals affected, which may divert the Adviser, its affiliates’ and portfolio company management’s time and effort and entail operational disruptions, loss of market confidence and goodwill and substantial expense, particularly if any litigation or enforcement action or mandatory remediation were to also arise out of such breach. Responsible Investing Matters. Responsible investing factors are only some of the many factors the Adviser may consider in making an investment or as part of ongoing engagement. Other factors may be given greater weight, particular responsible investing factors may be disregarded and the Adviser may not consider all of the responsible investing factors that an investor believes are important. To the extent responsible investing factors are considered, they will be considered based solely on their financial materiality. The Adviser invests solely for financial return and does not seek to generate positive responsible investing impact as an investment goal. Its investments may not result in positive responsible investing impact and could adversely impact one or more responsible investing attributes. In addition, the Adviser’s responsible investing integration may not align with the policies of or regulatory requirements applicable to a particular investor. The Adviser has discretion regarding whether to engage with investee companies on responsible investing-related matters and on which matters to engage. To the extent that the Adviser engages with investee companies on responsible investing-related matters, such engagements may not achieve the desired financial and other results. In addition, the market or other stakeholders may not consider the results to be sufficient or desirable. Successful responsible investing integration on the part of the Adviser will depend on the Adviser’s skill in properly identifying and analyzing material responsible investing factors and their relevance, and there can be no assurance that the Adviser will be successful in doing so. Responsible investing integration is subjective by nature, and the criteria utilized by the Adviser or the judgment exercised by it may not reflect the desired approach of any particular investor. Consideration of responsible investing factors may result in the selection or exclusion of certain investments, sectors, regions, countries or types of investments and/or the pursuit of particular responsible investing engagement strategies and initiatives. Such consideration carries the risk that the Adviser may underperform funds that do not take such responsible investing-related factors into account in the same manner. In addition, consideration and management of responsible investing factors may require the Adviser to rely on third-party information and data, which may be incomplete, inaccurate or unavailable. Limitations in such information and data may result in erroneous assessments by the Adviser. Responsible investing integration practices are continuing to evolve, including without limitation due to regulation, guidance, judicial interpretations, new and changing issues and areas of stakeholder focus, shifting investor sentiment and requirements and evolving investee company practices. Accordingly, the Adviser’s responsible investing integration

practices will continue to evolve and change, and they may do so in a manner that is adverse to financial return or a particular investor’s goals. In recent years, certain investors, including public pension funds, have placed increasing importance on the impacts of investments made by the private funds to which they commit capital, including with respect to climate change, among other aspects of responsible investing. Conversely, certain investors have raised concerns as to whether asset managers’ (i) incorporation of responsible investing factors in the investment and portfolio management process may be inconsistent with their fiduciary duty to maximize return for investors and (ii) policies may result in such managers subordinating the interests of investors based solely or in part on responsible investing considerations. Additionally, government authorities of certain U.S. states have requested information from and scrutinized certain asset managers with respect to whether such managers have adopted responsible investing policies that could restrict such asset managers from investing in certain industries or sectors, such as conventional energy. These authorities have indicated that such asset managers could lose opportunities to manage money belonging to these states and their pension funds to the extent the asset managers boycott certain industries. If the Adviser does not successfully manage responsible investing-related expectations across the varied interests of the Adviser’s stakeholders, including existing or potential investors, the Adviser’s ability to access and deploy capital may be adversely impacted. Further, divergent views on the merits of integrating responsible investing considerations into the investment process exists across the jurisdictions and localities where the Adviser operates. Such divergence may result in conflicting responsible investing-related regulations and legal frameworks which increases the Adviser’s compliance costs and risk of noncompliance. The increased regulatory and legal complexity and heightened risk of public scrutiny could impact the Adviser’s reputation and lead to increased inquiries, investigations, and reactive stakeholder engagements. In addition to all the foregoing limitations, the Adviser will not take responsible investing factors into account to the extent it believes doing so is not permissible under applicable law, which will be determined by the Adviser in its sole discretion.

Climate Change. The Funds may acquire investments that are located in, or have operations in, areas that are subject to climate change. Any investments located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors. There may be significant physical effects of climate change that have the potential to have a material effect on the Funds’ business and operations. Physical impacts of climate change may include increased storm intensity and severity of weather (e.g., floods or hurricanes), sea level rise, fires, and extreme and changing temperatures. As a result of these impacts from climate-related events, the Funds may be vulnerable to the following: risks of property damage to the Funds’ investments; indirect financial and operational impacts from disruptions to the operations of the Funds’ investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage for investments in areas subject to severe weather; decreased net migration to areas in which investments are located, resulting in lower than expected demand for both investments and the products and services of the Funds’ investments; increased insurance claims and

liabilities; increase in energy costs impacting operational returns; changes in the availability or quality of water, food or other natural resources on which the Funds’ business depends; decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; adverse effects of regulation at state, federal and international levels aimed at mitigating and adapting to climate change; and economic distributions arising from the foregoing.

Recycling; Reinvestment. Under the terms and subject to the conditions described in the Governing Documents, the Adviser (or the relevant Fund’s General Partner) has the right to recall a portion of capital returned from an investment. Accordingly, during the term of a Fund, a limited partner may be required to make capital contributions in excess of its commitment and to the extent such recalled or retained amounts are reinvested in investments, a limited partner will remain subject to investment and other risks associated with such investments.

Standard of Care; Indemnification. The Governing Documents contain provisions that, subject to applicable law, reduce, modify or eliminate the duties that the General Partner and its affiliates would otherwise owe to a Fund and the limited partners. Pursuant to the Governing Documents, the General Partners, the principals, the Adviser and certain of their employees and affiliates will be indemnified and held harmless from claims, losses, liabilities, damages, costs or expenses to which any of the foregoing directly or indirectly become subject in connection with a Fund’s activities, subject to certain exceptions set forth in the Governing Documents, and are generally entitled to receive advances for any fees, costs and expenses incurred in the defense or settlement of any claim that may be subject to a right of indemnification. The application of the foregoing standards will result in limited partners having a more limited right of action in certain cases than they would in the absence of such standards. As a result, a Fund may bear significant financial losses even where such losses were caused by the negligence of the General Partner and certain of its affiliates. Such financial losses may have an adverse effect on the returns to the limited partners. The fees, costs and expenses (whether or not advanced) and other liabilities resulting from a Fund’s indemnification obligations generally will be paid by or otherwise satisfied out of the assets of a Fund, including the unpaid capital obligations of the limited partners. In addition, if the assets of a Fund are insufficient to satisfy the Fund’s indemnification obligations, the General Partner reserves the right to recall distributions previously made to the limited partners, subject to certain limitations set forth in the Governing Documents. Although the Governing Documents generally contain broad exculpation and indemnification provisions, the Adviser will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act.

Regulatory Communications. Although the Governing Documents generally contain broad confidentiality or other non-disclosure restrictions, Fund limited partners and other clients of the Adviser are not restricted from (i) making a report of possible violations of applicable law to any governmental agency or entity; or (ii) making disclosures that are protected under the whistleblower provisions of applicable law, in each case without prior notice to the Firm or the General Partners.

Item 9.

Disciplinary Information

Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser’s Chief Compliance Officer (the “CCO”) as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. A copy of the Code of Ethics is available to any client or prospective client upon written request to: Jennifer Mello, Chief Compliance Officer, Altamont Capital Partners, 400 Hamilton Avenue, Suite 230, Palo Alto, CA 94301. Participation or Interest in Client Transactions The Adviser and certain employees and affiliates of the Adviser invest in and alongside the Funds as direct or indirect investors in the Funds or otherwise. A Fund or the Adviser, as applicable, typically will reduce all or a portion of the Advisory Fee and Carried Interest related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below.

Due in part to the fact that potential investors in a Fund (including potential investors in a coinvestment vehicle or purchasers of an investor’s interest in a secondary transaction) or a coinvestment opportunity (see below) may ask different questions and request different information, the Adviser in certain circumstances provides certain information to one or more prospective investors that it does not provide to all of the prospective investors. Conflicts of Interest The Adviser and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund will, from time to time conflict with the interests of the Adviser, other Funds, co-investment vehicles or their respective affiliates. Certain of these conflicts of interest, as well a description of how the Adviser addresses such conflicts of interest, can be found below. In addition, other conflicts may also be disclosed in the Governing Documents of a particular Fund. The Adviser has in the past and will likely, from time to time in the future, establish certain Funds through which Adviser Investors or other third parties may invest alongside one or more Funds in one or more investment opportunities. Such vehicles, referred to herein as “co-investment vehicles,” are generally not permitted to dispose of any equity co-investment with a Fund prior to that Fund, and any contemporaneous disposition of any such investment is generally required to be on substantially identical economic terms as those afforded the Funds that are invested in that investment opportunity and in the same proportions to the amount invested. Such co-investment vehicles typically will not pay Advisory Fees or Carried Interest. Resolution of Conflicts In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest:

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

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

One or more of the Funds have established an advisory board, consisting of at least three members designated by the Adviser who will be representatives of certain investors not affiliated with the Adviser. The advisory board meets as required to consult with the Adviser as to certain potential conflicts of interest as described in the Governing

Documents of the Fund or as otherwise requested by the Adviser from time to time. The advisory board reviews all valuations made by the Adviser.

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

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

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

In addition, certain provisions of a Fund’s Governing Documents are designed to protect the interests of investors in situations where conflicts exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. While the Adviser endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that the Adviser will identify or resolve all conflicts in a manner that is favorable to the Funds and the Funds’ investors are not always entitled to receive notice or disclosure of the actual occurrence of conflicts or have a right to consent to them as they arise. Conflicts The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts faced by a Fund. Other conflicts are disclosed throughout this Brochure and this Brochure should be read in its entirety for other conflicts. Allocation of Investment Opportunities Among Clients In connection with its investment activities, the Adviser anticipates that it will encounter situations in which it must determine how to allocate investment opportunities (including follow-on investments) among various clients and other persons, which include, but are not limited to, the following:

The Funds (including those established for the purpose of participating in a “continuation transaction”);

Any co-investors or co-investment vehicles that have been formed to invest side-by-side with one or more Funds in a particular transaction entered into by such Fund(s) (the coinvestors or investors in such co-investment vehicles which may include Adviser Investors and/or individuals and entities that are not investors in any Funds (“Third Parties”));

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

Adviser Investors and/or Third Parties acting as “co-sponsors” with the Adviser with respect to a particular transaction.

The Adviser makes allocation determinations consistent with the Funds’ Governing Documents and in accordance with its written policies and procedures. The Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”). Investment Allocation Requirements are typically set forth in the applicable Fund’s Governing Documents. To the extent the Investment Allocation Requirements of a Fund do not include specific allocation procedures and/or allow the Adviser discretion in making allocation decisions among the Funds, the Adviser will follow the process set forth below. The Adviser must first determine which Funds and/or other parties are eligible to participate in an investment opportunity. The Adviser assesses whether an investment opportunity is appropriate for a particular Fund(s), based on the Fund’s investment objectives, strategies and structure. A Fund’s investment objectives, strategies and structure typically are reflected in the Fund’s Governing Documents. Prior to making any allocation to a Fund of an investment opportunity, the Adviser determines what additional factors may restrict or limit the offering of an investment opportunity to the Fund(s). Possible restrictions include, but are not limited to:

Obligation to Offer: the Adviser may be required to offer an investment opportunity to one or more Funds pursuant to priority or “deal flow” allocations or covenants requiring the Adviser to offer such Funds the right to participate (in whole or in part) in investment opportunities that meet their investment objectives.

Related Investments: the Adviser may offer an investment opportunity related to an investment previously made by a Fund(s) to such Fund(s) to the exclusion of, or resulting in a limited offering to, other Funds.

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

These restrictions (including the entitlement of certain Funds with priority rights to participate in all or any part of a potential investment opportunity with priority rights) could result in certain Funds not participating in an investment opportunity at all or participating to a lesser extent than they would have participated absent such restrictions or other priority rights. Once the Adviser identifies the Funds and other parties that are eligible to participate in a particular investment, the Adviser, in its discretion, decides how to allocate such investment opportunity among the identified Funds based on the Funds’ Governing Documents. To the extent such Funds’ Governing Documents do not include specific allocation procedures and/or allow the Adviser discretion in making allocation decisions among the Funds, the Adviser takes into account some or all of a wide range of relevant factors determined in the Adviser’s sole discretion. These factors include, but are not necessarily limited to, one or more of the following:

Each Fund’s investment objectives and investment focus;

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

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

Structural and operational differences between the Funds;

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

Lender covenants and other limitations;

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

Amount of capital available for investment by each Fund as well as each Fund’s projected future capacity for investment (including whether a Fund is able to invest all capital required to consummate a particular investment opportunity) and anticipated coinvestment (if any);

The size, liquidity and duration of the investment;

Each Fund’s targeted rate of return;

Stage of development of the prospective portfolio company or other investment and anticipated holding period of the portfolio company;

Composition of each Fund’s portfolio and each Fund’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics) and the scope of a Fund’s investment mandate and whether the mandate is limited or otherwise restricted to specific types of investments/assets;

The suitability as a follow-on investment for a current portfolio company of a Fund or to upsize an existing investment;

Expected timing necessary to execute an investment;

The amount and use of leverage, if any, in the proposed capital structure;

The availability of other suitable investments for each Fund;

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

Risk considerations;

Cash flow considerations;

The likelihood of current income;

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

Asset class restrictions;

The seniority of an investment and other capital structuring criteria;

Industry and other allocation targets;

Minimum and maximum investment size requirements;

Tax and accounting implications;

Whether an investment opportunity requires additional consents or authorizations from the Fund, investors or Third Parties;

Whether an investment opportunity would enable a Fund to qualify for certain programmatic benefits or discounts that are not readily available to other Funds including, but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions;

Whether the investment opportunity would create a conflict of interest with respect to a Fund, the Adviser or its affiliates;

Legal, contractual or regulatory constraints; and

Any other relevant limitations imposed by or conditions set forth in the applicable Governing Documents of each Fund.

The Adviser will seek to make all allocations of investment opportunities among the Funds in a fair and equitable manner, and will not favor or disfavor, consistently or consciously, any Fund or class of Funds in relation to any other Funds, subject to any Investment Allocation Requirements. Further, the Adviser will not allocate investment opportunities based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any Fund or (ii) the profitability of any Fund. The application of the Investment Allocation Requirements and factors set forth above will often result in allocation on a non-pro rata basis and there can be no assurance that a Fund will participate in all investment opportunities that fall within its investment objectives. The Adviser makes allocation determinations based solely on the Adviser’s expectation at the time such investments and dispositions are made, however investments and their characteristics may change and there can be no assurance that an investment or disposition may prove to have been more suitable for another Fund in hindsight. In addition, a Fund may not pursue an investment opportunity that is within its mandate as a result of trading activities of, or other investments made by, other Funds and/or their portfolio companies. In some cases, the Adviser’s observation and application of the Investment Allocation Requirements may affect adversely the price paid or received by a Fund, or the size of the position purchased or sold by the Fund. From time to time certain investment opportunities involve interests in portfolio companies of one or more Funds that are part of a restructuring or similar transaction. In such instances, investors in the Funds involved in such a transaction are typically given priority rights to roll over their existing interests or otherwise reinvest in such investment opportunities (for instance, through a newly formed “continuation fund”). As a result, other Funds would not be allocated all or any portion of such an investment opportunity, even if such opportunity falls within a Fund’s investment objectives or strategy. In addition, Adviser Personnel, and certain service providers to the Funds and/or the portfolio companies, invest in and/or alongside the Funds and would therefore participate in investments made by the Funds. The interests of such personnel will vary Fund by Fund and may create an incentive to allocate particularly attractive investment opportunities to the Fund in which such

personnel hold a greater interest. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund. For example, additional conflicts could arise to the extent the Adviser and/or its affiliates, or Adviser Personnel, hold an outsized economic position in any of the participating Funds. In such cases, the Adviser could be incentivized to manage such arrangements in a manner that would enhance the returns of the Funds in which the Adviser and/or its related parties hold a substantial portion of the equity, even to the detriment of other Funds. A Fund will from time to time invest in the securities offerings of a portfolio held by another Fund (including through initial public offerings), which would result in the Adviser and/or a Fund receiving an allocation of portfolio company securities. In addition to conflicts of interest arising from the allocation of such securities, this arrangement also leads to similar conflicts described below under “Conflicts Related to Purchases and Sales.” A conflict also arises in allocating an investment opportunity if the potential investment target could be acquired by either a Fund or a portfolio company of another Fund. In making such an allocation determination, the Adviser will consider one or more of the factors set forth above and will make a determination in its good faith discretion. Allocation of Co-Investment Opportunities and Secondary Transactions Subject to any Investment Allocation Requirements, the Adviser will determine if the amount of an investment opportunity exceeds the amount the Adviser determines would be appropriate for the applicable Fund (after taking into account any portion of the opportunity allocated to certain participants in the applicable deal, such as service providers to the Adviser and/or the Funds or management teams or service providers of the applicable portfolio company, sellers, management, financial or strategic partners, Operating Partners, senior, subordinated or mezzanine lenders or holders of preferred stock or similar preferred equity interests, or any lender or holder of preferred stock or similar preferred equity interest that holds common equity or warrants or other rights related thereto), and any such excess will be offered to one or more co-investors pursuant to the procedures included in such Funds’ Governing Documents or, to the extent not addressed in such Funds’ Governing Documents, in accordance with the following paragraphs. There may be circumstances where the Adviser determines, for strategic or other reasons, the amount that could have otherwise been invested by a particular Fund is instead allocated to one or more co-investors. Allocating a portion of an investment opportunity for a co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Fund, and because co-investment opportunities generally appeal to investors and third parties, there are potential conflicts of interest in determining the amount of investment opportunity that should be allocated to a Fund. The amount of Other Fees generated as a result of co-investments in connection with any portfolio company will often not reduce the Advisory Fees paid by the Funds and will therefore be retained by the Adviser. The allocation of co-investment opportunities will, in many or all cases, also involve a benefit to the Adviser in addition to the receipt of Other Fees, including the receipt of Advisory Fees or allocation of Carried Interest from the co-investor, and/or capital commitments to Funds (including successor Funds). As a result of the foregoing, the Adviser could be

incentivized to allocate a greater portion of an investment to a co-investor than it would have otherwise allocated absent such an arrangement or economic terms. A Fund’s General Partner and its affiliates are permitted to make capital commitments and/or contributions to co-investment opportunities and co-investment vehicles investing alongside the Funds. Such amounts so committed or contributed are permitted, at the option of the applicable Fund’s General Partner, to be deemed part of the amount the Adviser is otherwise required to contribute to the Funds. Any such amounts would be in full or partial satisfaction of amounts that would otherwise be invested in the Fund in respect of such investment, which could reduce the amount of such co-investment available to the limited partners. In addition, any such amounts invested by a Fund’s General Partner or its affiliates in co-investments alongside the Fund and deemed part of the amount the Adviser is otherwise required to contribute will result in the General Partner and/or its affiliates contributing less to the Fund than the Adviser’s capital commitment to such Fund would otherwise imply. In addition, co-investment vehicles may be formed to make investments alongside a Fund. In such cases, the co-investment vehicle will have a priority right to make co-investments in some or all of the investments made by such Fund. The existence of such priority or other contractual right will significantly reduce or eliminate co-investment opportunities available to the investors. Subject to any Investment Allocation Requirements or other specific agreements with investors, in general, (i) no investor in a Fund has a right to participate in any co-investment opportunity and investing in a Fund does not give an investor any rights, entitlements or priority to co-investment opportunities, (ii) decisions regarding whether and to whom to offer co-investment opportunities, as well as the applicable terms on which a co-investment is made, are made in the sole discretion of the Adviser or its related persons or other participants in the applicable transactions, such as cosponsors, (iii) co-investment opportunities typically will be offered to some and not other investors in the Funds, in the sole discretion of the Adviser or its related persons and investors may be offered a smaller amount of co-investment opportunities than originally requested and an investor may be offered fewer co-investment opportunities than other investors in the same Fund, with the same, larger or smaller capital commitments to such Fund, (iv) certain persons other than investors in the Funds (e.g., other Funds managed by the Adviser, consultants, joint venture partners, Adviser Investors, persons associated with a portfolio company and other Third Parties, including persons who the Adviser believes will provide a benefit to a Fund and/or one or more portfolio companies or who provide a strategic sourcing or similar benefit to the Adviser, a Fund, and/or a portfolio company and one or more of their respective affiliates, due to industry or regulatory expertise or otherwise), rather than one or more investors in a Fund will, generally be offered coinvestment opportunities, in the sole discretion of the Adviser or its related persons, and (v) coinvestors will generally purchase their interests in a portfolio company at the same time as the Funds or will, on occasion purchase their interests from the applicable Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell down or transfer). Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). Additionally, non-binding acknowledgements of interest in co-

investment opportunities are not Investment Allocation Requirements and do not require the Adviser to notify the recipients of such acknowledgements if there is a co-investment opportunity. In exercising its discretion to allocate co-investment opportunities (including side-by-side coinvestment rights) with respect to a particular investment among the potential co-investors, the Adviser will consider some or all of a wide range of factors, which include, but are not limited to, its own interest and/or one or more of the following:

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

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

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

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

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

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

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

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

Any interests a potential co-investment party has in any competitors of the portfolio company;

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

The Adviser’s perception of whether the investment opportunity may subject the potential co-investment party to legal, regulatory, competitive, confidentiality, reporting, public relations, media or other burdens that make it less likely that the other account or person would act upon the investment opportunity if offered;

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

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

Whether the potential co-investment party will make commitments to invest in other Funds (including concurrently with the applicable co-investment) as well as commitments to future funds raised by the Adviser;

Whether the co-investment opportunity is being provided in connection with a potential investment in or acquisition of interests through a secondary transfer of the Funds (i.e., a stapled co-investment opportunity); and

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

The factors above are not listed in order of importance or priority and the Adviser is not required to, and does not, consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. The Adviser’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among the persons, including the Funds, potential co-investors, Adviser Investors and Third Parties, and in the manner discussed above often will not, result in proportional allocations among such persons, and such allocations often will be more or less advantageous to some such persons relative to other such persons. For example, the Adviser may be incentivized to offer a co-investment opportunity to certain persons over others based on its economic arrangement with such persons or the desire for such persons to invest in other Funds (including, for example, whether the Adviser and/or the applicable General

Partners are entitled, under arrangements made with certain potential co-investment parties, to additional Advisory Fees and/or Carried Interest based on the availability of co-investment opportunities offered to such parties). The Adviser expects that these factors will lead the Adviser to favor some potential co-investors over others with respect to the frequency with which the Adviser offers them co-investment opportunities. The Adviser also expects to allocate certain coinvestors a greater proportion of an investment opportunity than others as a result of these factors. While the Adviser determines how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which the Adviser is subject, discussed herein, did not exist. In the event the Adviser determines to offer an investment opportunity to co-investors, there can be no assurance that the Adviser will be successful in offering a co-investment opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for a Fund or that expenses incurred by such Fund with respect to the syndication of the co-investment will not be substantial, and the Funds bear the risk that any or all excess portion of an investment is not sold or is sold on unattractive terms. Further, it is possible that a potential co-investment party may experience financial, legal or regulatory difficulties and may, from time to time, have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Fund and as a result, may take a different view from the Adviser as to appropriate strategy for an investment or may be in a position to take a contrary action to a Fund’s investment objective. In the event that the Adviser is not successful in offering a co-investment opportunity to potential co-investors, in whole or in part, a Fund may consequently hold a greater concentration and have more exposure in the related investment opportunity than was initially intended, which could make such Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. Moreover, an investment by a Fund which is not syndicated to co-investors as originally anticipated could significantly reduce such Fund’s overall investment returns. Therefore, it is possible that a Fund that overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. The Adviser or its affiliates may establish dedicated co-investment vehicles for specific investors in order to facilitate investments by the relevant investors as co-investment parties alongside a Fund that often have more favorable rights and/or terms than the Funds and/or other co-investors. Any such vehicle will be established at the Adviser or its affiliates’ sole discretion and the Adviser and its affiliates have no obligation to offer a similar opportunity to any other investor. In addition, to the extent the Adviser has discretion over approving a secondary transfer of interests in a Fund pursuant to such Fund’s Governing Documents, or is asked by a potential transferring investor to identify potential purchasers in a secondary transfer (including pursuant to a side letter or other agreement), the Adviser will do so in its sole discretion, generally taking into account its own interests as well as certain factors that include, without limitation, some or all of the following factors:

The Adviser’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations;

The Adviser’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen and/or cultivate relationship that may provide indirectly longer-term benefits to current or future Funds and/or the Adviser and the expected amount of negotiations required in connection with a potential purchaser’s investment;

Whether the potential purchaser would subject the Adviser, the applicable Fund, or their affiliates to legal, regulatory, reporting, public relations, media or other burdens;

A potential purchaser’s investment into another Fund (including any commitment, or agreement to make a commitment, into an existing or future Fund);

Whether the transferring limited partner has made a commitment to a future Fund;

Requirements and/or acknowledgements in such Fund’s Governing Documents; and

Such other facts as it deems appropriate under the circumstances in exercising such discretion.

Additionally, from time to time the Adviser becomes aware of existing investors in a Fund (including existing investors that are affiliates of the Adviser that are interested in selling their interests in a Fund) and/or other third-party investors (including, without limitation, any such party that is sourced by a broker and/or other agent of the Adviser) that are interested in acquiring interests in a Fund through a secondary transfer. In such instances the Adviser could, in its sole discretion and without providing notice to all investors in the Fund, introduce such parties to potential counterparties, including, without limitation, certain Fund investors. It is possible that any such introduction will ultimately result in an investor in a Fund obtaining liquidity (which could be at a price that reflects a discount to net asset value) and/or being able to transfer its interests prior to other investors in the Fund that are also seeking to transfer their interests and obtain liquidity. The Adviser has no obligation to prioritize any specific Fund investor seeking to transfer its interests or treat Fund investors equally in regard to transfers of interests. Subject to the applicable Fund’s Governing Documents, the Adviser may, in its discretion, identify secondary transferees (including through structured or stapled processes or tender offers), which may include the Fund’s General Partner, its affiliates or personnel or other related persons, and has no obligation to notify all investors, to “shop” such opportunities broadly, to solicit competitive bids, to obtain third-party valuations or fairness opinions, to seek the highest price, or to obtain advisory board approval for pricing or other terms. Secondary transfers can occur in a variety of situations, including where an investor is seeking to transfer its interest or be released from its commitment to a Fund and other, similar circumstances. Purchases by the General Partner of a Fund, its affiliates, personnel and/or other related persons can create conflicts, including pricing and valuation judgments (including transactions at discounts to net asset value without market checks), information asymmetries, allocation of opportunities and expenses, effects on Advisory Fees and Carried Interest, incentives to favor purchasers that provide (or are expected to provide) commitments to other Adviser-advised vehicles, reliance on internal valuations that may differ from realized values, and conflicts where purchase financing is provided by the general partner of a Fund or its affiliates. The Adviser exercises discretion in selecting and introducing purchasers (e.g., based on ability to fund commitments, relationship history, and regulatory considerations)

without notice to all investors and without any obligation to offer opportunities pro rata, and will obtain any approvals or consents required by Governing Documents or law (including for general partner or affiliate, principal, or agency-cross transactions). Conflicts Related to Purchases and Sales Funds from time to time invest in conjunction with an investment being made by other Funds, or in a transaction where another Fund has already made an investment. Conflicts may arise in connection with such investments. Investment opportunities are, from time to time, appropriate for more than one Fund at the same, different or overlapping levels of a portfolio company’s capital structure. Conflicts arise in determining the terms of investments, particularly where these clients may invest in different types of securities in a single portfolio company. Questions arise as to whether payment obligations, covenants and claims should be enforced, modified or waived, whether payments should be accelerated, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims or bring litigation against a portfolio company, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring or other concessions that may be given in such a situation raise conflicts of interest, and the Adviser may be incentivized to choose a course of action that benefits one Fund to the detriment of another Fund. In addition, because different legal rights are associated with debt and equity investments, a conflict of interest arises in respect to the advice given to, and the actions taken on behalf of, a debt-holding Fund versus an equity-holding Fund. These conflicts also present themselves with respect to investment activity of Adviser Personnel, who at times will invest in different or overlapping levels of a portfolio’s capital structure. Please refer to “Business with and Among Portfolio Companies and Investors” for additional disclosures. In the event that one Fund has a controlling or significantly influential position in a portfolio company, it will have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling Fund is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may, at times, be in direct conflict with other Funds that have invested in the same portfolio company that do not have the same level of control or influence over the portfolio company. If additional capital is necessary as a result of financial or other difficulties of a portfolio company, or to finance growth or other opportunities, the Funds may or may not provide such additional capital, and if provided each Fund will supply such additional capital in such amounts, if any, as determined by the Adviser. In the event one Fund is unable to fund its share of additional capital (e.g., in the event such Fund does not have sufficient available capital), the other Fund may be obligated to fund more than its share of such amount thus diluting the Fund that is unable to fund its share of capital. In such event, one Fund will gain greater exposure to such investment than may have been intended and the other Fund will be diluted in such investment. The returns of each Fund may be negatively impacted as a result of the foregoing. Certain Funds invest from time to time in bank debt and securities of companies in which other clients hold securities, including equity securities. Equity holders and debt holders have different

(and often competing) motives, incentives, liquidity goals and other interests with respect to a portfolio company. In the event that such investments are made by a Fund, the interests of such Fund may be in conflict with the interest of such other Fund, particularly in circumstances where the underlying company is facing financial distress. Decisions taken by one Fund in these circumstances to further its interests may be adverse to the interests of other clients of the Adviser. For example, one Fund could acquire a significant equity stake in a company whose debt securities are already held by another Fund. As a creditor of the company, the Fund holding debt could take actions, consistent with its obligations to maximize the return to its investors, that would be adverse to the interests of the Fund holding more junior securities. The Fund holding debt, for instance, could cause the acceleration of the portfolio company’s debt or exercise other rights it has that could precipitate a sharp decline in the value of the equity held by the other Fund. The Fund holding debt would be under no obligation to take any action or refrain from taking any action to prevent or mitigate any losses by the other Fund. In addition, the involvement of such persons at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, Funds may be prohibited from exercising voting or other rights, and may be subject to claims by other creditors with respect to the subordination of their interest. Investments by more than one client of the Adviser in a portfolio company also raise the risk of using assets of a Fund (or an affiliate of the Adviser) to support positions taken by other Funds of the Adviser (or its affiliates), or that a Fund may remain passive in a situation in which it is entitled to vote. There may be differences in timing of entry into, or exit from, a portfolio company for reasons such as differences in strategy, existing portfolio or liquidity needs. In addition, where more than one Fund of the Adviser (or its affiliates) invest in the same portfolio company, there can be no assurance that such parties will dispose of investments at the same time or on the same terms. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, each Fund may realize different returns as compared to the same investment held by another Fund. These variations in timing may be detrimental to a Fund. At the same time, if the Adviser determines it is advisable for a Fund to exit an investment at the same time as another Fund of the Adviser or its affiliates, the term of which may expire sooner than the former Fund’s, such Fund may dispose of its interest earlier than it ordinarily would have and may, as a result, experience lower returns than it otherwise may have earned on such investments. In addition, investors may receive different consideration (for instance, investors in one Fund may receive cash whereas investors in another Fund may be provided the opportunity to receive distributions inkind), which may impact the realized return ultimately received by each Fund. Finally, in certain circumstances, when more than one Fund is participating in an investment, one Fund has borne, and may in the future bear more than its pro rata share of expenses relating to such investment if the other Fund or Funds does not have the resources to bear such expenses (including, for instance, as a result of insufficient reserves and/or the inability to call capital to cover such expenses). In such circumstances described above, the Adviser could take steps to reduce the potential conflicts of interest between the various Funds, including causing a Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Fund may divest itself of an asset it otherwise may have retained, the Adviser may establish information barriers, certain matters may be referred to an advisory committee or a third party, or a Fund may only invest in securities that

seeks to align the interests with other investing Funds). Any such steps could have the effect of benefitting one Fund or the Adviser at the expense of another Fund. The applicable Fund’s Governing Documents and the Adviser’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed. Also, given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to a Fund. Adviser Personnel and service providers to the Adviser have made and will in the future likely make capital investments in or alongside certain Funds. These investments will under circumstances be at different times or in non-pro rata amounts, or in different classes or levels of the capital structure. Such persons therefore have additional conflicting interests in connection with these investments. There can be no assurance that the return of a Fund participating in a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. A Fund may invest in opportunities that other Funds have declined, and likewise, a Fund may decline to invest in opportunities in which other Funds have invested. From time to time the Adviser may, in its discretion, enter into transactions with another Fund, investors in one or more Funds, prospective investors in a Fund, co-investors, Adviser Investors or Third Parties to dispose of all or a portion of certain investments or assets held by one or more Funds. In exercising its discretion to select the purchaser(s) of such investments or assets, the Adviser will comply with the requirements set forth in the Governing Documents of the applicable Fund(s), or to the extent not addressed in the Governing Documents of the applicable Funds(s), the Adviser would consider some or all of the factors listed above under “Allocation of Investment Opportunities Among Clients and Allocation of Co-Investment Opportunities”. The sales price for such transactions will be mutually agreed to by the Adviser and such purchaser(s); however, determinations of sales prices involve a significant degree of judgment by the Adviser. Although the Adviser is not obligated to solicit competitive third-party bids for such sales transaction, receive a third-party valuation, obtain a fairness opinion, obtain advisory board approval or to seek the highest available price, it will first determine that such transaction is in the best interests of the applicable Fund(s), taking into account the sales price and the other terms and conditions of the transaction. Also, although the Adviser and its personnel generally do not receive or retain fees or commissions in connection with such transactions involving investors in one or more Funds, prospective investors in a Fund, co-investors, Adviser Investors or Third Parties, the Adviser may do so in the future, including in circumstances where co-sponsors to a transaction receive such fees. There can be no assurance, in light of the performance of the investment following such a transaction, that such transaction will ultimately prove to be the most profitable or advantageous course of action for the applicable Fund(s). Any such transactions will comply with the Governing Documents of the applicable Fund(s).

A Fund has in the past and will likely, from time to time in the future sell down an interest in its portfolio companies to co-investors. Subject to the applicable Governing Documents, the Adviser may charge (or may decide not to charge) a co-investor (such as a Fund investor, an Adviser Investor or Third Party) interest costs for the time period between the closing of the applicable Fund’s investment in a portfolio company to the date of the transfer of interests in such portfolio company to the applicable co-investor. The Funds will, from time to time, enter into equity commitment arrangements whereby, subject to any applicable documentation, a Fund agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase equity securities in a transaction. Furthermore, in certain instances the Funds will also enter into (a) limited guarantee arrangements whereby, subject to any applicable documentation, a Fund agrees that if a transaction with respect to a potential portfolio company is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity and (b) full guarantee arrangements where a Fund agrees to close a transaction even if the debt financing for such transaction is not available or has not been funded. While certain co-investment vehicles with investments contractually tied to the Fund (including co-investment vehicles through which Adviser Personnel participate) are generally obligated to pay their proportionate share of the equity purchase price (whether pursuant to the applicable Funds’ Governing Documents or otherwise), such coinvestment vehicles are generally not direct parties to the equity commitment arrangements or limited guarantees and, in any event, are often not obligated to pay their proportionate share of any reverse termination fee. Therefore, in the unlikely event that a co-investment vehicle defaults on an arrangement with the Fund to pay its proportionate share of the equity purchase price (if any) or such an arrangement does not exist, the Fund would be held responsible for the entire equity purchase price or other applicable obligations. The Funds, from time to time, co-invest with Third Parties through partnerships, joint ventures or other similar entities or arrangements. These investments involve risks and conflicts that would not otherwise be present in investments where a Third Party is not involved. Such risks include, among other things, the possibility that the Third Party has differing economic or business goals than those of the Fund, that the Third Party is in a position to take actions that are inconsistent with the investment objectives of the Funds or that the Funds will be, directly or indirectly, liable for the actions of such Third Party co-investors. There can be no assurance that the return of a Fund participating in a transaction with a Third Party would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. Cross-Transactions In certain cases, the Adviser will, from time to time cause a Fund to purchase investments from another Fund, or it will cause a Fund to sell investments to another Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, it is possible that a Fund will not receive the best price otherwise possible, or the Adviser might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, the Adviser and its professionals will potentially (i) have significant investments, or intentions to

invest, in the Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). The Adviser and its professionals generally receive management or other fees in connection with their management of the relevant Funds involved in such a transaction, and are typically also entitled to share in the investment profits of the relevant Funds. Depending on the transaction structure, these transactions may disproportionately benefit the purchasing, selling, or merging Fund (or the Adviser as a result of its interests in a particular Fund), and one Fund may incur expenses or forego gains that would have been obtained had it not entered into such transaction. For example, the Adviser may be incentivized to support a less successful portfolio company of an older Fund by causing a newer Fund with a longer remaining term and investment period to purchase a part or all of such portfolio company in order to provide the Adviser additional time to potentially manage it to a successful exit and increase the likelihood of the Adviser or an affiliate receiving Carried Interest. Conversely, the Adviser may be incentivized to sell an attractive investment in an older Fund to a newer Fund to increase the amount of fees received by the Adviser or an affiliate with respect to such an investment. Determining the valuation or other terms of such transactions may also create a conflict of interest due to the Adviser’s consideration of the particular terms (including the fee terms) of the Funds and the Adviser’s interest in such Funds. Such acquisition or merger may result in the acquiring entity purchasing a Fund’s portfolio company at a valuation that is: (a) not the highest price than could have been obtained in the market had there been a robust sales process with multiple third-party bidders or (b) higher than the value of the company resulting in an overvaluation. Under certain circumstances, the Adviser may wish to reduce the investment of one or more Funds in an investment and increase the investment of other Fund(s) in such investment, and may, therefore, effect such transactions by directing the transfer of such investment between such Funds or through any other transaction structure (for example, distribution of portfolio company interests from one Fund and contribution of such interests to another Fund). Any costs, fees and expenses associated with any such transaction will be borne by such Funds in accordance with such Funds’ Governing Documents and to the extent not addressed in the applicable Governing Documents based on an allocation that the Adviser deems in good faith to be fair and reasonable. To address these conflicts of interest, in connection with effecting such transactions, the Adviser will follow the Investment Allocation Requirements of the relevant Funds (e.g., the Governing Documents of certain Funds provide for the rebalancing of investments at certain times and at a cost set forth in those Governing Documents so that these Funds’ resulting ownership of investments is generally proportionate to the relative capital commitments of the Fund). To the extent such matters are not addressed in the Investment Allocation Requirements, the Adviser’s Managing Directors, in consultation with the CCO, will be responsible for confirming that the Adviser (i) considers its respective duties to each Fund, (ii) determines whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s-length transaction with a third party on commercially reasonable terms (which may or may not involve a valuation agent or a third-party bid), and (iii) obtains any required approvals of the transaction’s terms and conditions. There can be no assurance that any such conflicts can be resolved in a manner that is beneficial to each Fund or portfolio company nor is there any assurance that such transaction will be equally or similarly profitable or advantageous to each participating Fund.

Principal Transactions Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. In connection with the Adviser’s management of the Funds, the Adviser will engage in principal transactions. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the applicable Fund(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. In addition, the Governing Documents of the Funds typically contain additional restrictions on the ability of the Funds or the Adviser to engage in principal transactions. Continuation Transactions From time to time the Adviser may determine that it is in the best interest of a Fund holding the investment (the “selling Fund”) to transact with another Fund (the “purchasing Fund”) in order to provide the selling Fund’s investors with an option to either: (1) receive cash proceeds from the selling Fund’s sale or transfer of such portfolio company and/or (2) “roll” (i.e., retain) their interest in such portfolio company. These types of transactions are often referred to as “continuation transactions.” In connection with such continuation transactions, the Adviser may require the investors in the purchasing Fund to make an additional investment in a Fund or commit to invest in a future Fund. In addition to those conflicts of interest described above under “Cross Transactions”, conflicts of interest arise in these continuation transactions because (i) the Adviser and its affiliates are charging investors in the purchasing Fund an Advisory Fee and Carried Interest (which economics are likely to be different than the selling Fund) and the transactions have the potential to result in the receipt of additional Advisory Fees and Carried Interest by the Adviser and its affiliates; (ii) the Adviser and Adviser Personnel are expected to have the ability to make material investments in the purchasing Fund, which, if exercised, may cause them to take actions that benefit the purchasing Fund; (iii) the Adviser is actively involved in negotiating the terms of the sale on behalf of the selling Fund, on the one hand, and the purchasing Fund, on the other hand (including the determination of the transaction sale price and the allocation of expenses incurred in the transaction); (iv) because of the requirement for an investor in the purchasing Fund to make an investment in a Fund or a commitment to invest in a future Fund and/or (v) such transactions may provide the Adviser and its affiliates an opportunity to build valuable and/or strategic relationships with actual or potential investors in a Fund and/or future Fund which (a) incentivizes the Adviser to favor such investors because of the potential for the Adviser and its affiliates to earn additional Advisory Fees with respect to any such investment or commitment to invest, and (b) could affect the price such investors offer to purchase the asset from the selling Fund. In connection with a continuation transaction, the Adviser will have no obligation to engage in any third-party sale or public offering process for such portfolio company prior to the continuation transaction or obtain any independent third-party valuation. In addition, the Adviser may determine to share valuation information with investors in the purchasing Fund, which would

provide such investors with more information than a typical buyer of a Fund’s portfolio companies. The Adviser will also provide information to potential investors in the purchasing fund regarding the portfolio company, the proposed transaction, and other matters. It is possible that the valuation of the portfolio company changes throughout the course of the transaction. There is also a risk that the Adviser’s valuation of a portfolio company at the time of the continuation transaction could underestimate the actual value of the portfolio company, or that the Adviser will agree to transfer the portfolio company at a price lower than its historical valuation, thereby reducing the returns to limited partners who do not participate in the continuation transaction. The Adviser faces conflicts of interest in determining portfolio company valuations, the price at which the continuation transaction takes place, and what information is shared with particular investors. Additionally, conflicts of interest arise in continuation transactions as a result of the allocation of fees and expenses, because fees and expenses will be incurred in connection with the transaction, and the Adviser will have broad discretion in determining the allocation of such fees and expenses among the selling Fund, the purchasing Fund, selling investors, “rolling investors,” and “new investors” in the purchasing Fund. For example, the Adviser might determine to allocate bankers’ fees and certain other fees and expenses solely to selling investors and not to the “rolling investors” or “new investors” in the purchasing Fund or vice versa. The Adviser’s determination of these allocations may benefit certain parties to the transaction over others. In the event that a Fund proposes to sell any assets in a continuation transaction and that sale fails to close for any reason, the Fund would typically bear the Dead Deal Costs relating to the proposed transaction, including (without limitation) the costs of forming and marketing the continuation vehicle, as well as fees for services that would only have accrued to the benefit of certain subsets of Fund investors, such as where applicable, those electing to continue their participation, if the transaction had closed. Such amounts will under certain circumstances also include expenses that would have been attributable to Funds that were expected to participate in the continuation transaction that did not ultimately close. To the extent that another Fund or other vehicle sponsored by the Adviser or its affiliates considers participating in a continuation transaction alongside a Fund, but ultimately does not participate, the Fund is expected to bear the expenses that would otherwise have been borne by the Fund or vehicle that opted out of the transaction. The allocation of continuation transaction expenses raises conflicts of interest, as described in “Allocation of Expenses.” The Fund is expected to bear such amounts irrespective of whether the Fund’s advisory committee or limited partners, as applicable, has provided prior consent to the transaction and/or any such expense arrangements. To the extent not addressed in a Fund’s Governing Documents, the Adviser will address conflicts of interest that arise in connection with continuation transactions as set forth above under “Cross Transactions.” Management of the Funds The Adviser manages a number of Funds that have investment objectives similar to each other. The Adviser expects that it or its personnel will in the future establish one or more additional investment funds with investment objectives substantially similar to, or different (and potentially conflicting) from, those of the current Funds. Allocation of available investment opportunities between the Funds and any such investment fund could give rise to conflicts of interest. See “Allocation of Investment Opportunities Among Clients and Allocation of Co-Investment

Opportunities” above. The Adviser may give advice or take actions with respect to, the investments of one or more Funds that may not be given or taken with respect to other Funds with similar investment programs, objectives or strategies. As a result, Funds with similar strategies will not hold the same securities or achieve the same performance. In addition, a Fund generally may not be able to invest through the same investment vehicles, or have access to similar credit or utilize similar investment strategies as another Fund. These differences will result in variations with respect to price, leverage and associated costs of a particular investment opportunity. In addition, it is expected that Adviser Personnel responsible for managing a particular Fund will have responsibilities with respect to other Funds managed by the Adviser, including funds raised in the future or to proprietary investments made by the Adviser and/or its principals of the type made by a Fund. Conflicts of interest arise in allocating time, services or functions of these Adviser Personnel. Adviser Personnel have an incentive to allocate more time, services or functions to Funds from which such personnel derive a higher economic benefit and/or better-performing Funds. The Adviser may consider and reject an investment opportunity on behalf of one Fund and subsequently determine to have another Fund make an investment in the same company. A conflict of interest would arise because one fund will, in such circumstances, benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Fund considering the investment. In such circumstances, the benefitting fund or funds will not be required to reimburse the original Fund for expenses incurred in connection with researching such investment. In addition, the Adviser will, from time to time, consider an investment opportunity for one Fund and then subsequently determine to have another Fund make the investment. In making any such reallocation determination, the Adviser will consider a variety of factors, including those set forth above under “Allocation of Investment Opportunities Among Clients and Allocation of CoInvestment Opportunities”. Conflicts of interest arise in connection with such a reallocation, including those set forth above under “Allocation of Investment Opportunities Among Clients and Allocation of Co-Investment Opportunities”. In addition, a conflict of interest exists because the investing Fund will benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Fund for which the investment was initially considered. In certain cases, such reallocation determination typically will not occur after a significant period of time has passed and the Fund to which the investment was originally allocated has incurred substantial out-of-pocket expenses in connection with evaluating, investigating and diligencing such investment. The investing Fund typically will not be required to reimburse the original Fund for such expenses. In the event that the investing Fund does reimburse the original Fund for outof-pocket expenses incurred in connection with evaluating, investigating and diligencing such investment, the investing Fund typically will not pay interest on any such amounts reimbursed to the original Fund. Alternatively, if the investing Fund does pay interest on such amounts to the initial Fund, there can be no assurance any such interest will be paid over at the same time as such reimbursement or that the amount of such interest will be sufficient to compensate the original Fund for the time since it deployed capital to pay such expenses. The Adviser experiences conflicts of interest in connection with causing one Fund to incur expenses that may ultimately benefit another Fund (or fund advised by its affiliate), and similarly experiences conflicts of interest in

determining the need for, calculating the amount of, and effecting any such reimbursement, as such arrangements may involve the discharge of a liability that one Fund (or fund of the Adviser’s affiliate) owes to another Fund, and in all such cases these determinations, calculations, and terms are not arm’s length arrangements and there can be no assurance that the allocation of such expenses is in the best interest of the Funds. There can be no assurance that the amounts reimbursed to the original Fund will be commensurate with the benefit received by the investing Fund. In connection with evaluating a potential investment that is not consummated a Fund will incur Dead Deal Costs. Such Dead Deal Costs are, from time to time, rolled forward and capitalized into the following subsequent consummated transaction. In such cases, another Fund and new coinvestors may participate with the original Fund in the subsequent consummated transaction. As a result, the other Fund (and/or new co-investors) that were not participating in the unconsummated transaction may be responsible for bearing a portion of Dead Deal Costs incurred by the original Fund. In addition, the Adviser receives and/or generates various kinds of portfolio company data and other information, including related to or created in connection with financial, industry, market, business operations, trends, budgets, plans, employees, contractors, customers, suppliers, competitors, responsible investing and other metrics, financial information, commercial and transactional information, user data, cost data and related data or information, some of which is sometimes referred to as “big data.” This information may, in certain instances, include confidential and/or sensitive information received or generated in connection with efforts on behalf of one Fund’s investment (or prospective investment) in a portfolio company. As a result, the Adviser is better able to anticipate macroeconomic and other trends and financial opportunities, enhance and improve operations of portfolio companies and otherwise develop investment strategies or identify specific investment or business opportunities. The Adviser also intends to utilize such data for purposes of identifying new investment opportunities or analyzing existing investments for the Funds. Information from a portfolio company owned by a Fund may enable the Adviser to better understand a particular industry, enhance the Adviser’s ability to provide advice or direction to another portfolio company’s management team on strategy or operations and develop and execute investment strategies in reliance on that understanding for the Adviser and other Funds that do not own an interest in such portfolio company, without compensation or benefit to such Fund or its portfolio companies. Further, data is expected to be aggregated across the Funds and their respective portfolio companies and, in connection therewith, the Adviser is expected to serve as the repository for such data, including with ownership, use and distribution rights therein. The Adviser may also share data from a portfolio company of one Fund with a portfolio entity of another Fund, which may increase a competitive disadvantage for, and indirectly harm, such portfolio company. The Adviser may in the future enter into information sharing and confidentiality arrangements with portfolio companies and other sources of information that may limit the internal distribution and use of such data. The Adviser may in the future in certain instances use this information in a manner that may provide a material benefit to the Adviser, its affiliates, or to certain other Funds without compensating or otherwise benefitting the Fund or Funds from which such information was obtained. In addition, the Adviser may have an incentive to pursue investments in portfolio companies based on the data and information expected to be received or generated. Furthermore, except for (a) contractual obligations to third parties to maintain confidentiality of certain information or otherwise limit the scope and purpose of its use

of distribution, (b) policies, practices and procedures designed to ensure confidentiality of trade secrets and (c) compliance with applicable data privacy laws, laws prohibiting insider trading, anticompetition laws and laws protecting national security interests, the Adviser is generally free to use data and information from a Fund’s activities in its sole discretion for the benefit of the Adviser and other Funds. The sharing and use of “big data” and other information present potential conflicts of interest and any benefits received by the Adviser or its personnel will not be subject to the Advisory Fee offset provisions or otherwise shared with a Fund or its investors. The Adviser may in the future utilize such information to benefit the Adviser, its affiliates and/or certain Funds. The Adviser and its affiliates may also enter into formal or informal arrangements with portfolio investments to facilitate the sharing of data and/or data analytics. Subject to applicable legal, regulatory and contractual requirements, these information sharing arrangements are designed to allow the Adviser, the Funds and the Funds’ portfolio companies to better discern economic or other trends and developments. The Adviser believes that all Funds benefit from these arrangements in ways that would be impossible without the ability to aggregate data from across the Adviser’s businesses and the Funds’ portfolio companies. However, information sharing may involve conflicts of interest between the Funds and/or between the Funds and the Adviser. For example, data analytics based on inputs from one portfolio company may inform business decisions by other portfolio investments, or investment decisions by the Adviser and its affiliates, without the source of the data being directly compensated. It is difficult, if not impossible, to measure exactly the benefits any particular entity receives from these kinds of arrangements, or to provide specific and direct monetary compensation for such information. Therefore, the Adviser and its affiliates may utilize such data outside of Fund activities in a manner that may provide a material benefit to the Adviser, without directly compensating or otherwise benefiting the Funds. As a result, the Adviser may have an incentive to pursue investments (on its own behalf or on behalf of the Funds) based on the data that may be accessible as a result of owning such investments, and/or to utilize such data in a manner that benefits the Adviser and/or investments held by other Funds. The Funds have entered, and expect in the future to enter into borrowing arrangements that require the Funds to be jointly and severally liable for the obligations. If one Fund defaults on such arrangement, the other Funds will be held responsible for the defaulted amount. Follow-on Investments Investments to finance follow-on acquisitions may present conflicts of interest, including determination of the equity component and other terms of the new financing as well as the allocation of the investment opportunities in the case of follow-on acquisitions by one Fund in a portfolio company in which another Fund has previously invested. In addition, a Fund will, from time to time participate in re-leveraging and recapitalization transactions involving portfolio companies in which another Fund has already invested or will invest. Conflicts of interest arise, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms.

Furthermore, a conflict of interest also arises because a Fund that participates in a follow-on investment in a portfolio company held by another Fund will benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Fund and from operational or other information about such portfolio company acquired from the original Fund’s ownership of interests in the portfolio company. In such circumstances, such benefitting Fund or Funds will not be required to reimburse the original Fund for expenses incurred in connection with researching such investment. An investment by a Fund in a portfolio company in which another Fund invests at a later stage may be made at a higher or lower valuation than the investment in such portfolio company by such other Fund and an investment by one or more other Funds in any such portfolio company may dilute the original Fund’s interest in such portfolio company. Additionally, the Adviser at times will make a follow-on investment in a portfolio investment because such follow-on investment protects the rights given to the investing Fund (or another Fund) previously or for reputational or strategic reasons, even when such follow-on investment’s valuation has decreased since the original investment. These reputational benefits and protections will, from time to time, benefit and/or accrue to other Funds and/or the Adviser at the expense of the current Fund(s) investing in such follow-on investment. Conflicts Relating to the Adviser The Adviser has in the past contracted and may in the future, in its discretion but subject to any limitations in the applicable Fund’s Governing Documents, contract with certain related persons of the Adviser (including but not limited to a portfolio company of a Fund or individuals and entities that are also investors in one or more Funds) to perform services for the Adviser in connection with its provision of services to the Funds. When engaging a related person to provide such services, the Adviser has an incentive to recommend the related person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. A number of factors, including the particular relationship with a service provider and the nature of its services (which may be specialized or customized to meet the needs of the Adviser and its Funds and portfolio companies in ways that other providers may not offer), could result in such service provider’s fees, costs and expenses not always being comparable to those charged for such services by other third parties and, consequently, there may be limited or no cost savings from the retention of such service provider. The Adviser retains its discretion to select the service provider for any services to be provided to the Funds after considering the factors that the Adviser deems relevant, which could include price, quality of service and/or the ability of a service provider to meet the Adviser’s specific requirements, and the Adviser will not have an obligation to evaluate alternative providers or to compare pricing for such service provider’s services. By reason of their responsibilities in connection with other activities of the Adviser, certain Adviser Personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Funds will not be free to act upon any such information. Due to these restrictions, the Funds may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold.

The Adviser will from time to time, in its discretion, recommend to a Fund or to a portfolio company thereof (in response to a solicitation for a recommendation or otherwise) that it contract for services with (i) the Adviser or a related person of the Adviser (including but not limited to a portfolio company of a Fund or individuals and entities that are also investors in one or more Funds) or (ii) an entity with which the Adviser or its affiliates or a member of their personnel has a relationship or from which the Adviser or its affiliates or their personnel otherwise derives financial or other benefit. When making such a recommendation, the Adviser, because of its financial or other business interest, has an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. The Adviser, its affiliates, and equity holders, officers, principals and employees of the Adviser are permitted to buy or sell securities or other instruments that the Adviser has offered to but has been rejected by Funds. A conflict of interest may arise because such investing Adviser personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by the Adviser on behalf of the Fund. In such circumstances, the investing Adviser personnel will not share or reimburse the relevant Fund(s) and/or the Adviser for any expenses incurred in connection with the investment opportunity. In addition, Adviser Personnel also buy securities and hold interests as passive investors in other investment vehicles (including private equity funds, venture capital funds, hedge funds, real estate funds and other similar investment vehicles) which may include potential competitors of the Funds and/or which may invest in similar industries and sectors as the Funds (including investments for purposes of sourcing future investment opportunities). Such Adviser Personnel have a conflict of interest with respect to their personal investment holdings. There could be situations in which such investment vehicles invest in the same portfolio companies as the Funds and there may be situations in which such investment vehicle purchases securities from, or sells securities to, a Fund. The transactions described above are subject to the policies and procedures set forth in the Adviser’s Code of Ethics and any limitations in the applicable Fund’s Governing Documents and investors will not benefit from any such investments. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Funds. In the event Adviser Personnel make an investment with the intent to source future investments for the Funds, there is a greater likelihood that the Funds will make investments in the same portfolio companies in which Adviser Personnel hold an interest as described above. Such personnel may be incentivized to cause a Fund to act in a manner that benefits such other investment vehicles and indirectly, themselves as investors in such investment vehicles. If Adviser Personnel have made large capital investments in or alongside the Funds they will have conflicting interests with respect to these investments. Furthermore, Adviser Personnel and other related persons of the Adviser and its affiliates (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles, family offices and other estate planning vehicles) from time to time invest for their own accounts in securities of companies in which the Funds have previously invested. While the interests of the Adviser Personnel generally align the interest of such persons with the Funds, such persons may have differing interests from the Fund with respect to such investments (for example, with respect to the availability and timing of liquidity), creating conflicts of interest. The potential exists for personal securities transactions by Adviser Personnel, including those that have been pre-cleared or approved in advance, to generate significantly higher investment returns to such personnel than a Fund’s investment transactions generate for their own

investors. There can be no assurance that the return of a Fund participating in a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflicts not existed. Because certain expenses are paid for by a Fund and/or its portfolio companies or, if incurred by the Adviser, are reimbursed by a Fund and/or its portfolio companies, the Adviser will not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses, which could result in lower returns to the investors. Adviser Personnel are themselves and/or have family members that are actively involved in industries and sectors in which the Funds invest or have business, personal, financial or other relationships with companies in such industries and sectors (including service providers described below) or other industries, which gives rise to conflicts of interest. For example, such personnel or family members might be officers, directors, personnel or owners of companies which are actual or potential investments of the Funds or other counterparties of the Funds and the portfolio companies. Moreover, in certain instances, the Funds or the portfolio companies may purchase or sell companies or assets from or to, or otherwise transact with companies that are owned by such personnel or family members or in respect of which such personnel or family members have other involvement. Subject to the Funds’ governing documents, the fees for services provided by such service providers may or may not be at the same rate charged by other third-party service providers and the Adviser is not required to select service providers who may have lower rates (or to engage in any benchmarking of such fees). In most such circumstances, the Funds’ Governing Documents will not preclude Funds from undertaking any of these investment activities or transactions. From time to time, Adviser Personnel invest in funds or other entities managed by investors of a Fund, which could incentivize such Adviser Personnel to afford the limited partner preferential or favored treatment, such as, for example, increased access to co-investment opportunities, and could create conflicts of interest to the extent such other funds compete with a Fund for investment opportunities or invest in competing portfolio companies. The General Partner of a Fund may, in its discretion, under certain circumstances elect to increase its commitment to such Fund prior to the final close of the Fund without the consent of the limited partners. Any increased commitment by the General Partner will dilute the interests of the limited partners. Although the General Partner will pay interest in respect of prior capital contributions in the same manner as is paid by the limited partners, the General Partner has information about the Fund’s investments, including regarding their valuation and performance expectations, which the limited partners do not have and that information may inform its decision whether to increase its capital commitment. Therefore, the General Partner has a conflict of interest in deciding to increase its subscription because a decision to increase its subscription may result in the General Partner receiving value that would have otherwise benefitted limited partners. Fee Structure Because the Advisory Fee is payable through liquidation of a Fund and there is a fixed investment period after which capital from investors in the Funds will only be drawn down in limited circumstances and because Advisory Fees are, at certain times during the life of the Funds, based

upon capital invested by the Funds, this fee structure creates an incentive to defer the realization of investments and/or deploy capital when the Adviser would not otherwise have done so. In addition, the valuation of partially realized or unrealized investments from time to time may be zero or close to zero. Because the Advisory Fee, at certain times during the life of the Funds, payable to the Adviser is based on capital invested by the Funds relative to such investments, in such instances the Advisory Fee paid with respect to such investment will be higher than if the Advisory Fee payable were based on the fair value of such investment. The Adviser has discretion in determining whether and when an investment has been written down to zero, which, as described in Item 5 above, impacts the calculation of Advisory Fees. As provided in the Funds’ Governing Documents, at certain times during the life of the Funds, the Advisory Fees with respect to such Fund are calculated based on invested capital, which is reduced by any Impairments (as defined in Item 5 above). Such determination may be shaped by market information and other considerations, and can change over time. As a result, a conflict of interest exists because the Adviser has an incentive to refrain from or delay making an Impairment determination in order to ensure the Advisory Fee base does not decrease, which would result in higher Advisory Fees ultimately paid to the Adviser. With respect to Funds whose Impairment standard is by reference to U.S. federal income tax purposes (e.g., whether it has been written off or losses have been realized for U.S. federal income tax purposes), the Adviser still may have discretion in determining whether and when an investment has been written off or losses have been realized, which impacts the calculation of Advisory Fees. There may be occasions when subjective determinations or differences in market practice (including among service providers such as tax advisors and accountants) could lead to differing conclusions as to when a security has been completely written off or losses have been realized. With respect to Funds whose Impairment standard includes when the investment has been written down to zero, the Adviser will evaluate several criteria in determining whether to write off an investment, including, without limitation, how long the investment has been held, length of time the investment has been marked down, materiality of markdown, anticipated holding period of the investment, volatility in valuation, impact of market conditions on valuation, other valuation methodologies showing increased valuations, efforts to increase the investment’s value and the anticipated recovery path for the investment. The Adviser has no obligation to use any specific methodology when making this determination and may change the criteria used in its sole discretion from time to time. The Adviser has flexibility in determining the applicability and weight of factors considered and has ultimate discretion in determining whether an investment should be written down or off. As a result, the Adviser is permitted to determine that even extremely distressed investments should not be deemed to have an Impairment. There can be no assurance that an investment, in hindsight, should have been deemed to have an Impairment or should have been deemed to have an Impairment at an earlier date. As discussed above in Item 5 and for the avoidance of doubt, except to the extent required under the applicable Fund’s Governing Documents, the Adviser does not expect changes in values of portfolio investments or portfolio companies, including write-downs and write-ups, to impact invested capital. Moreover, the Adviser does not treat dividend payments or dividend recapitalizations as reducing invested capital, and therefore none of write-downs (other than in the case of Impairments), dividend payments or dividend recapitalizations or other Recap Distributions (as defined in Item 5) will reduce the Advisory Fee paid by the Funds, except as otherwise required under the applicable Fund’s Governing Documents or in the General Partner’s

sole discretion, even if in such cases the Adviser and its affiliates will typically treat such Recap Distributions as income and/or return of capital for waterfall purposes. As a Recap Distribution will often not be treated as a disposition for purposes of the calculation of Advisory Fees, the Adviser experiences a conflict of interest as it is incentivized to pursue such transactions, as opposed to other transactions that may be deemed a disposition, or to refrain from deeming such transactions to be a disposition that does reduce the Advisory Fee base. In the case of a partial disposition of shares of a portfolio investment, the Adviser will generally reduce the fee base by the portion of the cost basis of such portfolio investment distributed to the limited partners (and not any portion of the basis so retained) in accordance with the terms of the Governing Documents, and where a portfolio investment sells a portion of its assets, the Adviser will generally reduce the fee base by the portion of the cost basis (if any) that is returned to limited partners, and no such reduction is required except to the extent of such cost basis returned to investors or until the portfolio investment is fully disposed and income or loss realized for U.S. federal income tax purposes. In connection with certain Funds paying Advisory Fees based on invested capital at certain times, the Adviser has broad discretion in determining which permitted fees and expenses (including, to the extent applicable, transaction fees, prepaid monitoring fees or other Other Fees, expenses paid to service providers (including service providers affiliated with the Adviser, Dead Deal Costs and service providers who provide services that benefit one or more affiliates of the Adviser)) are capitalized into the portfolio investment, and in determining any resulting increase in invested capital and therefore the basis for calculating Advisory Fees. To the extent that the capitalized fees and expenses increase the equity invested by the Fund for such portfolio investments and the invested capital of a portfolio investment, the Advisory Fee paid by limited partners will be higher than if the Adviser determined not to capitalize such fees and expenses. Calculating Advisory Fees based on invested capital creates an incentive for the Adviser to exercise its broad discretion in a manner that results in the highest Advisory Fee possible. In addition, this method of calculation also creates an incentive for the Adviser to seek to draw down and deploy more capital (or more capital quickly) or to borrow more than it would otherwise, and to hold on to investments that have poor prospects for improvement in order to receive ongoing Advisory Fees. The Adviser will not be obligated to (and does not expect to) resolve such conflict in favor of the limited partners, but rather will resolve it based on the overall facts and circumstances relating to a particular event, asset and/or portfolio investment that it deems relevant in its discretion. For the avoidance of doubt, the Adviser’s determinations with respect to determining the Advisory Fee basis when based on invested capital are not subject to investor (or advisory board) consent. Effect of Carried Interest As discussed above in Item 6, the Adviser is entitled to Carried Interest under the terms of the Governing Documents of the applicable Fund. The existence of the Carried Interest creates an incentive for the Adviser to cause such Funds to make more speculative investments than they would otherwise make in the absence of performance-based compensation. However, the investment made by the Adviser or its affiliates in a Fund, the clawback obligation of the General Partner (as described below) and the fact that the preferred return is calculated on an aggregate

basis reduces the incentive to make speculative investments or otherwise time the sale of an investment in a manner motivated by the personal benefit of the Adviser’s personnel. Pursuant to the Governing Documents, the Adviser may be required to return excess amounts of Carried Interest as a “clawback”. This clawback obligation may create an incentive for the Adviser to defer disposition of one or more investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to the Fund or would otherwise result in a clawback situation for the Adviser. In addition, the General Partner is incentivized to hold on to investments that have poor prospects for improvement in order to receive ongoing Advisory Fees in the interim and, potentially, a more likely or larger Carried Interest distribution if such asset’s value appreciates in the future. This incentive is increased by the presence of the clawback obligation of the General Partner. Under the Tax Cuts and Jobs Act (the “TCJA”) and the U.S. Treasury regulations promulgated under the Code, the minimum holding period for an investment has increased from one to three years in order for a U.S. taxpayer’s carried interest in respect of such investments to be taxed at rates applicable to long-term capital gain. The increase in the required holding period, or other laws (including non-U.S. tax laws) applicable to carried interest, may create an incentive for the General Partners to make different decisions regarding the timing and manner of making an investment and in the realization of an investment than would be made if long-term capital gain from the sale or disposition of capital assets did not require a three-year holding period (as it relates to the General Partners’ receipt of Carried Interest). Moreover, many aspects of the TCJA as it relates to the treatment of carried interest income remain uncertain. In addition, there are a number of recent legislative proposals that could further adversely affect the tax treatment of the General Partners’ Carried Interest. Depending on whether, how and when these legislative proposals are enacted into law, there may be incentives for the General Partners to alter the nature of investments made by the Funds and/or the timing and structure of acquisitions and dispositions in order to improve the tax position of the General Partners with reference to its Carried Interest. The General Partner may elect to receive its Carried Interest in the form of an in-kind distribution of securities of a portfolio company, including for purposes of permitting one or more General Partner personnel to donate such securities to charity (which may include private foundations, fund or other charities so chosen by such personnel). Any tax efficiencies to such General Partner personnel associated with this form of charitable giving may have the effect of reinforcing or enhancing the General Partner’s incentives otherwise resulting from the existence of its Carried Interest and therefore, the General Partner may have a conflict of interest in making decisions on behalf of the Funds (including, for instance, the timing of disposition of investments). In addition, if distributions are made of property other than cash, the amount of any such distribution will be accounted for at the fair market value of such property, as determined in accordance with procedures specified in the Governing Documents. An independent appraisal generally will not be required and is not expected to be obtained.

Fund-Level Borrowing The Funds from time to time borrow funds or enter into other financing arrangements for various reasons, including to pay fund expenses and liabilities, to pay Advisory Fees, organizational expenses, to make or facilitate new or follow-on investments (including borrowings pending receipt of capital contributions from investors), to make payments under hedging transactions, to cover any shortfall resulting from an investor’s default or exclusion. If a Fund borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be used for all limited partners in such Fund on a pro-rata basis, including the General Partner. The Funds will also utilize subscription facilities to benefit co-investment parties. For example, a Fund will borrow to fund a co-investment party’s pro rata share of an investment or expense related to an investment. While the Adviser expects that all parties participating in an investment (including the General Partner and any co-investment party) will bear its pro rata share of the interest expenses but not necessarily origination and other costs allocable to the extension of credit, the Fund will bear a disproportionate amount of the credit risk in incurring the debt on behalf of the other parties. In addition, credit facilities for certain Funds are available to provide borrowed funds directly to the portfolio companies of such Funds, in which case such borrowed funds would be guaranteed by such Funds. In such instances the Funds would bear the sole liability for the borrowed funds in the event of a default, and as a result, such portfolio company and any of its other investors (including direct investments by the General Partner and any co-investor, including Adviser Investor co-investment vehicles) benefit from the credit risk taken by the Fund’s guarantee. In these situations, the borrowing portfolio company could benefit from lower interest rates or more favorable terms than it could obtain from its own lenders, while the Fund making its credit line available could incur higher costs or risks by sharing its credit capacity. Also, the borrowing portfolio company could impair the liquidity of the Fund making its credit line available or ability to meet its own obligations by delaying or defaulting on the repayment of the borrowed funds, or by using the borrowed funds as collateral for other transactions. Additionally, the portfolio company using the line of credit from the Fund may not bear interest, which increases the costs borne by the Fund utilizing its line of credit. Additionally, certain Funds have the ability to borrow from another Fund’s line of credit. This could occur in a variety of situations, including where one Fund warehouses an investment for another Fund or another Fund participates in an investment at a later date than the original investing Fund or for administrative convenience. In these situations, the borrowing Fund could benefit from lower interest rates or more favorable terms than it could obtain from its own lenders, while the Fund making its credit line available could incur higher costs or risks by sharing its credit capacity. Also, the borrowing Fund could impair the liquidity of the Fund making its credit line available or ability to meet its own obligations by delaying or defaulting on the repayment of the borrowed funds, or by using the borrowed funds as collateral for other transactions. Additionally, the Fund using the line of credit from another Fund may not bear interest, which increases the costs borne by the Fund utilizing its line of credit. The use of borrowed funds and leverage generally will involve a high degree of financial risk. For example, a credit facility may be secured by up to 100% of a Fund’s interests in its portfolio investments (among other assets). As a result, a lender may foreclose on the pledged collateral, including such Fund’s investments, if such Fund fails to repay the amounts borrowed under a credit

facility or experiences another event of default. In addition, borrowings by the Funds will expose the Funds to interest rate risk, and the Funds may be less likely to be profitable or meet their goals if interest rates increase. A Fund could face difficulty repaying amounts it has borrowed if there is a defaulting limited partner or if it is unable to obtain replacement sources of debt or equity finance when its existing facilities fall due for repayment. If this occurs and if such Fund does not receive sufficient cash flow from its investments to meet principal and interest payments on any such borrowings, then such Fund may need to dispose of its investments sooner or at a lower price than it otherwise would have in order to pay the debt. Additionally, any failure by lenders to provide previously committed financing could also expose the Funds to potential claims by sellers of businesses which the Funds may be contracted to purchase. To the extent a Fund uses borrowed funds in advance or in lieu of capital contributions, such Fund’s investors generally make correspondingly later capital contributions, but the Fund will bear the expense of interest on such borrowed funds. As a result, a Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and generally make net IRR calculations higher than it otherwise would be without fundlevel borrowing as these calculations generally depend on the amount and timing of capital contributions. It is expected that the interest will accrue on any such outstanding borrowings at a lower rate than any preferred return, which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made to the relevant Fund. Thus, while a Fund will bear the expense of borrowed funds, such borrowings can also increase the Carried Interest received by such Fund’s General Partner or will result in the Fund’s General Partner receiving Carried Interest earlier than it would otherwise have by decreasing the amount of distributions from such Fund that are required to be made to Fund investors in satisfaction of any preferred return. In such cases, the General Partner therefore has a conflict of interest in deciding whether to borrow funds because the General Partner may receive disproportionate benefits from such borrowings. Furthermore, the use of Fund-level borrowing for investment purposes are treated as investment capital for purposes of calculating the relevant Fund’s Advisory Fee post-stepdown. Therefore, investors pay Advisory Fees on borrowed amounts used to fund an investment even though such amounts would not accrue a preferred return as described above. To the extent a subscription facility is due upon demand by a lender (such as upon an event of default or otherwise), such a demand may be issued at an inopportune time at which liquidity is generally constrained, potentially resulting in greater defaults as a result of such liquidity constraints and/or investors facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. The batching of capital calls may amplify the magnitude of potential defaults by investors as a result of there being fewer but larger capital calls. Moreover, the existence of a subscription facility may impair an investor’s ability to transfer its interest in a Fund as a result of restrictions imposed on such transfers by the lender. Borrowing by a Fund will generally be secured by capital commitments made by the limited partners to such Fund and/or by such Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the investors may be subordinated to such Fund-level borrowing. It is expected that certain indebtedness will be secured primarily by the unfunded commitments of the Funds’ limited partners or the Funds’ other assets. In connection therewith, the General Partners may pledge their

right to make capital calls and collect the unfunded commitments, and the Funds’ limited partners may be required to confirm the terms of their commitments, to make certain representations and warranties to one or more lenders, to indemnify the lenders pursuant to any credit facility in case any such representations and warranties are inaccurate, to provide financial information and to execute other documents as may be required by debt providers to the Funds. Fund limited partners whose unfunded commitments have been pledged may be called upon to fund their entire unfunded commitments to repay indebtedness, and the failure of other limited partners to honor their commitments may result in a limited partner’s payments exceeding its pro rata share of the indebtedness that has been obtained by the applicable Fund. A Fund’s limited partner may also be required to fund amounts to repay subscription-based credit facility borrowings incurred in connection with a portfolio investment even if such limited partner did not participate in the relevant portfolio investment in connection with which such borrowings were incurred. The inability of a Fund to repay any leverage secured by unfunded commitments could enable a lender to issue a capital call on behalf of the General Partners. Moreover, tax-exempt limited partners should note that the use of borrowings by such Fund may cause the realization of “unrelated business taxable income.” In addition, to the extent that the Funds incur borrowings, there may be certain consequences to their limited partners, including, but not limited to the following: (a) use of cash flow (including capital contributions) for debt service and related costs and expenses (e.g., interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of the credit line, upfront fees for establishing an asset-based credit facility (if applicable) and other one-time and recurring fees and/or expenses, as well as legal fees and expenses relating to the establishment, structuring and negotiation of the terms of the credit facility, and the maintenance, renegotiation or termination of the facility), rather than for additional portfolio investments, distributions or other purposes; (b) increased interest expense if interest rate levels were to increase; (c) greater fluctuations in the net assets of the Funds; (d) in certain circumstances, prematurely disposing of portfolio investments to service a Fund’s debt obligations; and (e) limitations on the flexibility of a Fund to make distributions to its limited partners or sell assets that are pledged to secure the indebtedness. A decrease in the market value of a Fund’s portfolio investments would increase the effective amount of leverage and could result in a violation of certain financial covenants pursuant to which such Fund must either repay the borrowed funds to the lender, which could, subject to any limitations set forth in the applicable Governing Documents, require limited partners to make additional capital contributions in respect of such borrowings, or suffer foreclosure or forced liquidation of the pledged assets. Additionally, there can be no assurance that the Funds will have sufficient cash flow to meet their debt service obligations. As a result, the Funds’ exposure to losses may be increased due to the illiquidity of their portfolio investments generally. Furthermore, indebtedness incurred by one Fund may be structured in a way that such Fund is jointly responsible with another Fund on a cross-collateralized basis for the repayment of indebtedness, and the commitments of the limited partners or the investments of one of the Funds are pledged to secure indebtedness obtained for the benefit of another Fund. A Fund may also be responsible for the indebtedness incurred by, or that is incurred in part for the benefit of, coinvestment vehicles or certain subsidiaries of the Fund, which may or may not be party to the relevant borrowing arrangement.

If the indebtedness is structured in this manner, the failure of limited partners in one of the Funds to fund a capital call in order to repay indebtedness or distress in one portfolio company in one of the Funds may result in financial harm to the other Funds or other limited partners being required to fund more than their pro rata share of the indebtedness, and, in certain circumstances, a limited partner may be called upon to fund its entire commitment to repay indebtedness. Where crosscollateralization spans multiple Funds, a default by limited partners in one Fund or by one portfolio company in one Fund could trigger cross-default provisions under the applicable credit facility, potentially accelerating the repayment obligations of all Funds party to the arrangement. Such acceleration could require Funds to liquidate investments at disadvantageous times or prices in order to satisfy outstanding obligations, which could materially impair the value of a Fund’s portfolio and reduce returns to limited partners. Limited partners in one or more Funds may benefit from the incurrence of indebtedness even though their commitments may not be pledged to secure such indebtedness. In addition, certain guarantees or hedging arrangements may be crosscollateralized among Funds, co-investment vehicles and/or subsidiaries and any such guarantees or hedging arrangements would be subject to the same risks as cross-collateralized indebtedness. The use of Fund-level borrowings will differ based on available credit facility capacity and contractual terms applicable to each Fund and each such credit facility. Therefore, as the subscription credit facilities utilized by the Funds may have different terms, while the Funds may be invested in the same investment, and while the valuation of such investment would be consistently determined pursuant to the relevant Governing Documents, the investment return can, in certain circumstances, differ among the Funds as a result. Conflicts of interest also have the potential to arise to the extent that a subscription line is used to make an investment that is later sold in part to co-investors (including one or more co-investing funds), as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the subscription line, and neither the applicable Fund nor limited partners generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. Leverage Below a Fund Although it presents many of the same risks as Fund-level borrowing, indebtedness of entities other than a Fund would not typically be treated as Fund-level borrowing for purposes of the Funds’ Governing Documents, even if the special purpose vehicles or other entities that may incur such leverage engage in borrowings that are cross-collateralized with or among multiple investments such that multiple investments and a substantial portion of a Fund’s value are at risk. As a result, if the Adviser were to utilize these forms of leverage, they would not typically be subject to the same limitations on Fund-level borrowing as are set forth in the relevant Fund’s Governing Documents. Since the Adviser has more flexibility to engage in these structures, and such borrowings would not be subject to similar limitations, the Adviser would have an incentive to incur significant leverage at the level of special purpose vehicles or other entities beneath a Fund. In such cases, the negative performance of one asset may materially and adversely affect the performance of other investments or a Fund as a whole. Furthermore, depending on the terms of the cross-collateralization and the performance of the underlying assets, it is possible that a Fund may ultimately bear a disproportionate share of the risk arising from any guarantees, borrowings

or credit support that are incurred on a cross-collateralized or joint basis with other Funds, special purpose vehicles or other entities, but a Fund would not receive compensation for bearing such risks for other such Funds or special purpose vehicles or other entities. Certain borrowings, including those secured by an asset-backed facility, expose all of the assets of a Fund to claims of lenders for a loss occurring at one specific portfolio company. This would negatively impact the value of all portfolio companies if such a loss were to occur. Such a loss would also impact those limited partners that have been excused from a portfolio investment in the portfolio company experiencing the loss. For example, the Funds are authorized to incur indebtedness that is secured by any assets of such Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). In these situations, indebtedness would be permitted to be incurred for any purpose relating to the activities of a Fund, including without limitation to: finance any investment-related activities of such Fund; increase the buying power of such Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of Advisory Fees; make, hold or dispose of investments; provide financing or refinancing; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Additionally, a Fund may enter into letters of credit in support of one or more of its investments, including for the purpose of such Fund agreeing to fund additional equity financing or capital expenditures into a portfolio company at a certain time or upon the occurrence of a certain event. Although in many cases the Governing Documents impose limits on borrowings at the Fund level, portfolio investments, special purpose vehicles and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. For example, any indebtedness obtained by any special purpose vehicle established by a Fund to hold a single, multiple or all investments (such as a lending facility collateralized or secured by a Fund’s holdings in some or all of its investments) generally would not be subject to the limits on borrowing or guarantees by such Fund in the Governing Documents. Additionally, letters of credit and/or other guarantees or forms of credit support may not be subject to any limitation on indebtedness or any other limitation in the Governing Documents. In addition, to the extent that the Funds incur borrowings, there may be certain consequences to their limited partners, including, but not limited to the following: (a) use of cash flow (including capital contributions) for debt service and related costs and expenses (e.g., interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of the credit line, upfront fees for establishing an asset-based credit facility (if applicable) and other one-time and recurring fees and/or expenses, as well as legal fees and expenses relating to the establishment, structuring and negotiation of the terms of the credit facility, and the maintenance, renegotiation or termination of the facility), rather than for additional portfolio investments, distributions or other purposes; (b) increased interest expense if interest rate levels were to increase; (c) greater fluctuations in the net assets of the Funds; (d) in certain circumstances, prematurely disposing of

portfolio investments to service a Fund’s debt obligations; and (e) limitations on the flexibility of a Fund to make distributions to its limited partners or sell assets that are pledged to secure the indebtedness. A decrease in the market value of a Fund’s portfolio investments would increase the effective amount of leverage and could result in a violation of certain financial covenants pursuant to which such Fund must either repay the borrowed funds to the lender, which could, subject to any limitations set forth in the applicable Governing Documents, require limited partners to make additional capital contributions in respect of such borrowings, or suffer foreclosure or forced liquidation of the pledged assets. Additionally, there can be no assurance that the Funds will have sufficient cash flow to meet their debt service obligations. As a result, the Funds’ exposure to losses may be increased due to the illiquidity of their portfolio investments generally. Furthermore, indebtedness incurred by one Fund may be structured in a way that such Fund is jointly responsible with another Fund on a cross-collateralized basis for the repayment of indebtedness, and the commitments of the limited partners or the investments of one of the Funds are pledged to secure indebtedness obtained for the benefit of another Fund. A Fund may also be responsible for the indebtedness incurred by, or that is incurred in part for the benefit of, coinvestment vehicles or certain subsidiaries of the Fund, which may or may not be party to the relevant borrowing arrangement. Providers of Operations Support The Adviser, the Funds and/or the portfolio companies will from time to time deploy individuals to provide operational support, due diligence, research, sourcing, specialized operations and consulting services and similar or related services to the Funds, or in connection with, one or more portfolio companies in relation to the identification, acquisition, holding, improvement and disposition of such portfolio companies and “front office” functions with respect to a Fund, such as sourcing or other investment-related functions (such services, collectively, “Operations Support Services”). These services may be high-level insight, or extensive day-to-day roles, and include support to the Fund’s General Partner on behalf of the Funds, and/or its portfolio companies or prospective portfolio companies regarding, among other things, the company’s management (including serving in management positions as full-time or part-time employee of the company or on the board of directors of the company, or by otherwise participating in determining corporate strategy), the company’s supply chain, revenue and margin management (including determining sales/marketing strategy and retail strategy), assisting with the sourcing, identification, investigation, development, due diligence, research and evaluation of prospective portfolio companies, ongoing consulting, director and other operational services, data intelligence, finance (including generating metrics and reporting and business restructuring), human capital management (including recruiting personnel and determining executive/incentive compensation), information technology, corporate communications (including marketing and public relations as well as opportunity identification at conferences and similar industry events and forums), supporting the formation of and fundraising for the Funds, legal customer service, sustainability (including, strategy, policy and reporting development), real estate matters, and similar operational matters. Individuals providing such Operations Support Services may be employees of the Adviser or may be consultants, advisers or other similar parties (including professionals with a variety of titles within the Adviser’s organization) who are not treated by the Adviser as employees of the Adviser. It is expected that the services provided by the Operating Partners will expand over time.

The nature of the relationship with such non-employee professionals, some of whom may work regularly with the Adviser in a non-employee role, may be listed on the Adviser’s website or have other indicia suggesting that they are professional staff of the Adviser (or former employees of the Adviser) (such as having an e-mail address or business cards including the name of the Adviser or an affiliate and/or providing services exclusively to the Adviser) (each such non-employee, an “Operating Partner”), and the time devotion requirements of each such Operating Partner may vary significantly. These arrangements may be memorialized in a formal written agreement or may be informal and are negotiated individually, depending upon the anticipated Operations Support Services to be provided. In certain cases, Operating Partners have attributes of Adviser Personnel (for instance, they may have dedicated office space, receive Adviser administrative support services, participate in general meetings or events for Adviser Personnel, have Adviser e-mail address or business cards), even though they are not employees or personnel of the Adviser. Operating Partners may be offered the ability (or may have a preferred right) to co-invest alongside Funds or may be offered the opportunity directly by the portfolio company to invest in the company, including in investments in which such Operating Partner is involved or participates in the management thereof. Pursuant to the Governing Documents of the applicable Fund, the Adviser will pay the compensation and benefits of its employees carrying out Operations Support Services and attributable overhead. Fees and expenses associated with Operations Support Services carried out by Operating Partners (“Operations Support Expenses”) are paid and/or reimbursed by portfolio companies and/or the relevant Fund. Operations Support Expenses, including those incurred by an affiliate or employee of the Adviser or its affiliates, will be determined at the discretion of the General Partner of the Fund taking into account the particular Operations Support Services, may include reimbursement of an allocable portion of an affiliated Operating Partners’ compensation (including, without limitation, salary bonus, payroll taxes and benefits (including vacation time and sick leave)) and overhead (including, without limitation, rent, property taxes and utilities allocable to the work spaces, an annual fee or retainer, a discretionary bonus, a success fee (in the form of cash or equity) based on pre-determined targets or milestones, a profits or equity interest in the Fund and/or portfolio company or other incentive-based compensation (e.g., Carried Interest) to the Operating Partner, and will otherwise be determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of the Operating Partner, a percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, amounts charged by other providers for comparable services (and such rate per unit of time multiplied by time worked) and/or a percentage of cash flows from such companies. Operations Support Expenses will, from time to time also be incurred in respect of portfolio companies prior to the closing of the investment. In the event an Operating Partner is paid an annual retainer, the value provided to the relevant Fund and/or portfolio company by such Operating Partner may vary year to year and there can be no assurance that the annual retainer paid will be commensurate with the value provided by the Operating Partner. In addition, an Operating Partner’s benefits described herein (including, for the avoidance of doubt, compensation arrangements) will, in certain circumstances, continue after termination of status as an Operating Partner. Operating Partners will, from time to time, be offered the ability to invest in a Fund or in a particular investment as a co-investor on preferred economic terms (including on a no-fee/no-carry basis). Where an Operating Partner provides services to a portfolio company owned by multiple Funds,

the Adviser will allocate the costs, fees and expenses of such Operating Partner using such methodologies as determined in its sole discretion. In general, the Adviser views the availability of the services of its Operating Partners as beneficial to all of the Funds on the whole. It may not always be predictable which portfolio investments or Funds will need particular services, and some services may benefit multiple portfolio investments and/or Funds. As such, there may be no simple measure for allocating the cost of Operating Partners between the Funds, and the Adviser will under certain circumstances cause Funds to pay Operating Partners for work that under some or all measures would be allocable to other Funds and their portfolio investments. In such cases and other circumstances in the discretion of the Adviser, the Funds and/or their portfolio companies will bear a disproportionate burden of the cost of Operating Partners. The Adviser will have the discretion to determine that the Funds and/or their portfolio companies bearing a disproportionate burden of the costs of Operating Partners is fair and equitable under the circumstances. To the extent services may be provided for the benefit of a Fund, without reference to a particular portfolio company, Operations Support Expenses incurred in connection with such services are borne by the Fund and, indirectly, the investors in such Fund. In the event one or more Operating Partners (directly or indirectly) is providing services with respect to more than one Fund, subject to the Governing Documents of the applicable Fund, such Operations Support Expenses generally will be allocated among the Funds as determined by applicable General Partners, consistent with the Governing Documents of the applicable Funds and as described above (see “Allocation of Expenses”). To the extent any such Operations Support Expenses are payable to any Operating Partner, or the Adviser is reimbursed for such Operations Support Expenses by a Fund or a portfolio company, such Operations Support Expenses will be retained by such Operations Partner and will not reduce the Advisory Fee or any other fees otherwise payable to the Adviser or its affiliates and will not benefit the Fund or its investors, even if the Operations Support Expenses paid by a Fund or a portfolio company have the effect of reducing any retainers or minimum amounts otherwise payable to the Adviser. The determination of whether a service is an Operations Support Service, and whether an Operations Support Expense is paid by a portfolio company, a Fund, or the Adviser will be made by the Adviser in its sole discretion. In certain circumstances, such as during a “ramp-up” phase of one of the Operating Partners, the Adviser will fund all or a portion of such Operating Partner for a period of time until such compensation can be taken over on a going forward basis by portfolio companies directly. Such portfolio companies generally will later reimburse the Adviser for all fees and costs incurred by the Adviser with respect to such Operating Partner before such fees and costs are taken over by portfolio companies, and such reimbursement payments will not reduce any fees otherwise payable to the Adviser or its affiliates. Each General Partner’s good faith determination as to whether a service is an Operations Support Service, the categorization of any fees and expenses (e.g., as Operations Support Expenses) and the allocation of such fees and expenses shall be binding on each applicable Fund and its investors. Over time, certain existing and former employees of the Adviser (including senior personnel) may transition to an Operating Partner role, which will shift the burden of compensating of such persons from the Adviser to the applicable Fund and/or its portfolio companies and any fees received by such persons will not reduce the Advisory Fee. It may be difficult to distinguish services provided by the Operating Partners from the investment advisory services provided to the Funds by the Adviser and its affiliates. Diverse Membership

The investors in the Funds are expected to include U.S. taxable and tax-exempt entities, and institutions from jurisdictions outside of the U.S. Such investors (including the General Partner) often have conflicting investment, tax and other interests with respect to their investments in a Fund. The conflicting interests among the investors generally relate to or arise from, among other things, the nature of investments made by a Fund, the structuring of the acquisition of investments and the nature and timing of the disposition of investments. As a consequence, conflicts of interest arise in connection with decisions made by the Adviser, including with respect to the nature or structuring of investments, that are more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for a Fund, the Adviser will consider the investment and tax objectives of the applicable Fund and the investors as a whole, not the investment, tax or other objectives of any investor individually. Business with and Among Portfolio Companies and Investors Given the collaborative nature of the Adviser’s business and the portfolio companies in which the Funds have invested, there are often situations where the Adviser is in the position of recommending the services of a portfolio company to other portfolio companies of the Funds, which may involve fees, commissions, servicing payments and/or discounts to the Adviser, an affiliate, or a portfolio company. The Adviser will generally have a conflict of interest in making such recommendations, in that the Adviser has an incentive to maintain goodwill between it and the existing and prospective portfolio companies for the Funds, while it is possible that the products or services recommended are not necessarily the best available to the portfolio companies held by the Funds. The benefits received by a portfolio company providing a service may be greater than those received by the Fund(s) and its portfolio companies receiving the service. The Adviser generally has an incentive to recommend the products or services of certain investors or prospective investors in the Funds, certain Third Parties, or their related businesses to the Funds or their portfolio companies for use or purchase, even though it is possible that the products or services recommended are not necessarily the best available to the Funds or the portfolio companies. Portfolio companies controlled by a Fund have in the past, and may, from time to time in the future, provide services to the Adviser, its affiliates, Adviser Personnel, certain Fund investors or prospective investors. This creates a conflict of interest, as the Adviser has an incentive to cause the portfolio company to favor itself, its affiliates, Adviser Personnel or those investors or prospective investors relative to other portfolio company clients or customers in terms of pricing or otherwise, which could adversely affect the portfolio company’s profitability to the Fund. Additionally, the portfolio company could recommend to its clients or customers that they invest in a Fund. Current and former founders and prospective founders, officers and executives and other affiliates of portfolio companies have and likely will invest in a Fund. While the Adviser believes this aligns portfolio company management teams and other affiliates with the best interests of the Fund, the Adviser may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio company in order to maintain the goodwill with such portfolio

company management team investor or other affiliate of the portfolio company that is an investor in a Fund such that they continue to invest in the Funds, among other reasons. The Adviser’s relationships with current, prospective or former executives, directors and founders or other affiliates of portfolio companies of the Funds or of other private funds, and executives of the banks and other lending institutions that provide financing to the portfolio companies of the Funds will under certain circumstances lead to conflicts of interest, including conflicts of interest with respect to portfolio companies of the Funds that are associated with such individuals and entities. For example, such relationships could influence decisions as to whether to invest in or divest from a portfolio company and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Fund over another Fund. In addition, certain portfolio companies controlled by a Fund may engage in activities that could adversely affect another Fund and/or its portfolio company, including, for instance, as a result of laws and regulations or certain jurisdictions (such as bankruptcy, environmental, consumer protection and/or labor or union laws) that may not recognize or permit the segregation of assets and liabilities between separate entities. Such jurisdictions may also allow for recourse against assets that are under common control with, or part of the same economic group as the entity that has incurred the liability. This may result in the assets of a Fund and/or a portfolio company being used to satisfy the obligations or liabilities of another Fund or its portfolio company. The Adviser and/or its affiliates (including Adviser Personnel) have in the past, and may in the future engage in business opportunities arising from a Fund’s investment in a portfolio company (for example, without limitation, entering into a joint venture with a portfolio company, making a proprietary investment in a portfolio company or receiving a loan or extension of credit from a portfolio company, including personal use). This creates a conflict of interest, as such interests are a benefit arising from the Fund’s investment and may vary from the applicable Fund’s interest (e.g., whether to make a follow-on investment and, if so, how much should be allocated to the Fund). A Fund in certain circumstances may make loans to a portfolio company where such company requires an infusion of cash for various reasons, including, but not limited to, capital expenditures. While any such short-term loan (or bridge financing) could be converted into a more permanent, long-term security, it is entirely possible, for reasons not always in a Fund’s control, that issuance of long-term securities or other refinancing or syndication may not occur, and such short-term loans (or bridge financings) may remain outstanding for long periods of time. Similarly, expected sources of cash to repay loans may not become available. In such events, the interest rate charged may not adequately reflect the risk associated with the position taken by a Fund. In addition, the Adviser has in the past, and may in the future cause a Fund to transact with a portfolio company of the Fund or another Fund, including purchasing an asset from, or selling an asset to, a portfolio company. This creates a conflict of interest as the interests of the purchasing or selling Fund differ from those of the counterparty portfolio company. In certain instances, a Fund’s portfolio company may compete with, be a customer of, or be a service provider to, another Fund’s portfolio company. In providing advice to a portfolio

company’s business, the Adviser may consider the interests of one portfolio company or Fund and is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies or Funds. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by the Adviser to a portfolio company may have adverse consequences to a separate portfolio company owned by another Fund. The performance and operations of a competitor, customer or service provider portfolio company could conflict with, and adversely affect the performance and operations of another portfolio company, or could adversely affect prices, business opportunities or potential acquisition opportunities. For instance, a portfolio company may seek to expand its market share at the expense of another portfolio company; withdraw business from another portfolio company in favor of another company offering the same product or service at a lower price; increase its own prices, purchase assets from, or sell assets to, another portfolio company; commence litigation against another portfolio company; or prevent one portfolio company from commencing litigation against another portfolio company. From time to time a Fund’s portfolio company will be counterparties or participants in agreements, transactions or other arrangements with other portfolio companies of such Fund or other Funds. These agreements, transactions and other arrangements will involve payment of fees and other amounts, none of which will result in any offset to the Advisory Fee. Such agreements, transactions and other arrangements will generally be entered into without the consent or direct involvement of the Funds and/or the Adviser or the consent of any advisory committee. A Fund’s portfolio companies may be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other Funds managed by the Adviser or the Adviser’s affiliates that, although the Adviser determines to be consistent with the requirements of such Funds’ Governing Documents, may not have otherwise been entered into but for the affiliation with the Adviser, and which may provide economic or other benefits to affiliates of the Adviser that are not subject to the Advisory Fee offset provisions described herein. For example, the Adviser may cause portfolio companies to enter into agreements regarding group procurement (which may depend on the volume of services purchased under these agreements and which may be pooled across multiple portfolio companies and discounted due to scale), benefits management, data management and/or mining, technology development, purchase of title and/or other insurance policy (which may be pooled across multiple portfolio companies and discounted to scale) and other similar operational initiatives that may result in fees, better pricing, rebates, servicing payments, commissions or similar payments and/or discounts being paid to the Adviser, its affiliates or a portfolio company, including related to a portion of the savings achieved by the portfolio company. While the Adviser may have a conflict of interest because its economic benefit may incentivize the Adviser to maintain such arrangements, the Adviser believes that such agreements benefit the portfolio companies due to increased access to quality products and services at beneficial pricing and the Adviser’s benefits from such arrangements are reduced because the Adviser only benefits at the same rate as the portfolio companies. However, it should not be assumed that a company related to, or otherwise affiliated with the Adviser will only take actions that are beneficial to, or not opposed to, the interests of a Fund and its portfolio companies.

Certain members of a Fund’s advisory board are, or in the future could be, officers or directors of, or otherwise affiliated with, investors in another Fund. In addition, the Adviser will from time to time utilize the services of investors and their affiliates as it deems appropriate. The Adviser and its affiliates have in the past and may in the future hire part-time or full-time employees (including interns) who are relatives of, or are otherwise associated with an investor, portfolio company or service provider. Although the Adviser uses reasonable care to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee the Adviser can control all such conflicts of interest and there may be a continuing appearance of a conflict of interest (including, for instance, preferential hiring practices). While less common, from time to time a Fund could hold an investment in a different layer of the capital structure than an investor or another party with which the Adviser has a material relationship, in which case the Adviser could have an incentive to cause the Fund or the portfolio company to offer more favorable terms to such parties (including, for instance, financing arrangements). Service Providers Services required by a Fund (including some services historically provided by the Adviser or its affiliates to the Funds) may, for certain reasons including efficiency and economic considerations be outsourced in whole or in part to Third Parties or licensed software, in each case in the discretion of the Adviser or its affiliates. This can create a conflict of interest because the Adviser and its affiliates have an incentive to outsource such services at the expense of the Funds to, among other things, leverage the use of Adviser personnel. Such services may include, without limitation, deal sourcing, asset management, information technology, license software, depository, data processing, client relations, administration, appraisal, custodial, subcustodial, marketing and marketing-related accounting, valuation, trading, legal, human resources, client services, compliance, cybersecurity, corporate secretarial and tax support, director services and other similar services. Outsourcing may not occur universally for all Funds, and accordingly, certain costs may be incurred by a Fund for a Third Party service provider that are not incurred for comparable services by other Funds. The decision by the Adviser to initially perform a service for a Fund inhouse does not preclude a later decision to outsource such services (or any additional services) in whole or in part to Third Party service providers or licensed software in the future and the Adviser has no obligation to inform such Funds or investors of such a change. Such services may also supplement or be performed alongside services performed by the Adviser. In addition, certain internal service providers (such as internal accountants) may “shadow” or otherwise review the reports of the other services provided by such third parties. The costs, fees and expenses of any such Third Party service providers will be borne by the relevant Funds. If a service provider provides services to a Fund on the property of the Adviser, such Fund may also be responsible for any overhead, rent or other fees, costs and expenses charged by the Adviser in connection with an on-site arrangement. The Adviser and/or its affiliates engage certain service providers to provide services to the Adviser, the Funds and/or the portfolio companies of the Funds, including services during the due diligence

and acquisitions process. Such service providers or their affiliates are, in certain circumstances, investors or prospective investors in a Fund or affiliates of such investors or prospective investors and may include, for example, investment or commercial bankers, outside legal counsel, pension consultants and/or other investors or prospective investors who provide services (including mezzanine and/or other lending arrangements). The engagement of any such service provider may be concurrent with an investor’s admission to a Fund, or during the term of such investor’s investment in the Fund. This creates a conflict of interest, as the Adviser may give such investor preferred economics or other terms with respect to its investment in a Fund, enhanced information or may have an incentive to offer such investor co-investment opportunities that it would not otherwise offer to such investor. In addition, a portfolio company has an incentive to engage a service provider that is an investor or prospective investor in a Fund in order to, among other things, maintain the goodwill with the Adviser. Additionally, former Adviser employees may also become employees, officers or directors of, or otherwise be engaged by, third-party service providers that provide services to the Adviser, the Funds and/or portfolio companies. While employed by the Adviser, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by the Adviser unless a Fund’s Governing Documents permit certain allocations of internal expenses to the Fund. If a former Adviser employee becomes an employee or consultant of a third party that also provides services to a Fund, such former Adviser employee may be assigned by such third party to provide services to that account. In such instance, the cost of the third-party service provider attributable to the former Adviser employee working on the Fund will be borne entirely by the Fund and no such amounts will reduce the Advisory Fee paid or the Carried Interest distributed by such Fund on the basis that such person used to be a former Adviser employee. Additionally, employees of the Adviser or its affiliates, and/or their family members or relatives may have ownership, employment, or other interests in such service providers. These relationships that the Adviser may have with a service provider can influence the Adviser in determining whether to select or recommend such service provider to perform services for a Fund or a portfolio company. The Adviser will have a conflict of interest with the Funds in recommending the retention or continuation of a service provider to the Funds or a portfolio company if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in Funds or will provide the Adviser information about markets and industries in which the Adviser operates or is interested or will provide other services that are beneficial to the Adviser and/or will provide financial sponsorship of events held by the Adviser (such as transaction closing dinners or outings, or informational summits or training events for the Adviser or portfolio company personnel). Although the Adviser selects service providers that it believes will enhance portfolio company performance (and, in turn, the performance of the relevant Fund(s)), there is a possibility that the Adviser, because of financial, business interest, or other reasons, will favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. While the Adviser often does not have visibility or influence regarding advantageous service rates or arrangements, there will be situations in which the Adviser receives more favorable service rates or arrangements than the Funds or their portfolio companies. As part of the Adviser’s business, the Adviser, its affiliates and other Adviser Personnel have developed many relationships with third parties which have the potential to raise conflicts of

interest. Such third parties include investment bankers, lenders, consultants, developers, property managers, asset managers, administrative agents, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers, employees and contractors of current and former portfolio companies, current and former service providers to current and former portfolio companies, former employees and contractors and members of the Adviser. Certain of these third parties: (i) introduce investment opportunities to the Adviser; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio companies; (iii) introduce portfolio companies to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio companies or (v) provide investment banking, consulting, legal or advisory services to the Adviser, the Funds or portfolio companies. Certain other service providers to the Adviser, the Funds and/or the portfolio companies, or affiliates of such service providers, also provide goods or other services to or have business, personal, financial or other relationships with the Adviser, Adviser Personnel, its affiliates, or their respective portfolio companies. Such service providers (or their employees) may also be a source of investment opportunities, be co-investors or commercial counterparties or entities in which the Adviser and/or the Funds have an investment, and payments by a Fund and/or such portfolio companies may indirectly benefit the Adviser and/or such Fund. In addition, such third parties may invest in one or more Funds, co-invest in one or more portfolio companies, provide other significant business or investment services to the Adviser, the Funds and/or portfolio companies, or compete with the Funds for investment opportunities. These relationships create conflicts of interest as the Adviser will have incentives to select or recommend any such third party to perform services for the Funds or a portfolio company. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Funds or portfolio companies, as applicable. In addition, the Adviser’s and its personnel’s relationships with banks and other lending institutions will at times originate from a Fund’s investment in portfolio companies and inure to the benefit of the Adviser Personnel. Such lending institutions will from time to time be incentivized to provide services to Adviser Personnel, including by providing extensions of credit or other loans, if they anticipate such services will provide them with further opportunities with respect to the Funds or their portfolio companies. These arrangements will create additional conflicts of interest as the Adviser Personnel’s and the lending institution’s interests may or may not align with those of the Funds, their portfolio companies and investors. The Funds have in the past and may, from time to time in the future pay a fee to an investment bank with respect to a particular transaction which fee may, in whole or in part, reflect a payment to the investment bank for finding deals for the Adviser and the Funds in the future. As a result, the Fund paying the fee to the investment bank may not receive the benefit of the future deals sourced by the investment bank and the other Fund to which a deal is allocated will not be required to reimburse the paying Fund for such fee. The Adviser, its personnel, the Funds and the portfolio companies of the Funds will, from time to time engage common service providers. In certain circumstances, the service provider may charge varying rates or engage in different arrangements for services provided to the Adviser, its personnel, the Funds, and/or the portfolio companies. As a result, the Adviser or its personnel may receive a more favorable rate on services provided to it by such a common service provider than the rates payable by the Funds and/or the portfolio company, or may receive a discount on services even though the Funds and/or the portfolio companies receive a lesser, or no, discount. This creates a conflict of interest between the Adviser and its personnel, on the one hand, and the Funds and/or

portfolio companies, on the other hand, in determining whether to engage such service providers, including the possibility that the Adviser will favor the engagement or continued engagement of such persons if it, or its personnel, receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by the Funds and/or the portfolio companies. Neither the Funds nor investors in the Funds will receive the benefit of any such favorable rate or discount provided to the Adviser, its personnel or its affiliates, and the Advisory Fee paid by any Fund will not be reduced in connection with such favorable rate or discount. In addition, service providers often charge varying amounts or may have different fee arrangements for different types of services provided. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required and the time demands of the service provider. As a result, to the extent the services required by the Adviser or its affiliates differ from those required by the Funds and/or its portfolio companies, the Adviser and its affiliates may pay different rates and fees than those paid by the Funds and/or its portfolio companies, which will not offset the Advisory Fee or otherwise benefit the Funds. To the extent that the Adviser in any circumstances commits or has committed to seek “market” or “arm’s-length” rates or terms, the Adviser will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. The Adviser reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arm’s-length.” Consequently, the Adviser undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable, or relate specifically to the assets, services, geographies, or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, the Adviser reserves the right to rely on approximations or estimates of time for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Whether or not the Adviser has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. To the extent the Funds engage in a longterm or recurring contract with an Adviser affiliated service provider, the Adviser may not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time. The Adviser or its affiliates engage certain service providers (including law firms) on behalf of the Funds and personnel of such service provider may in the future be seconded to the Adviser or its affiliates on a temporary basis or serve in an internship capacity, pursuant to various arrangements including at cost or at no cost. The Adviser is, from time to time, a beneficiary of these arrangements as well. Such personnel may provide services in respect of multiple matters, including in respect of matters related to the Adviser, its affiliates and/or portfolio companies and in any such circumstance the benefits or costs of any such personnel will be allocated in the Adviser’s discretion taking into consideration the usage of such personnel. The Advisory Fee will not be offset or reduced as a result of these arrangements or any fees, expense reimbursements or other costs related thereto. In such circumstances, a conflict of interest exists because the Adviser or its affiliates have an incentive to select one service provider over another on the basis that the Adviser or its affiliates may receive the benefit of seconded employees from such service provider,

particularly where the compensation and expenses for such personnel during the secondment is borne by the service provider and not the Adviser or its affiliates. In certain cases, secondees will provide services for a Fund that constitute a Fund expense and therefore a corresponding portion of such secondee’s compensation will be borne by such Fund. The Adviser has an agreement with its primary outside consultant pursuant to which such consultant receives as compensation both cash and equity payments in connection with the Funds’ investments in portfolio companies. While the consultant may provide services in connection with the subject investment in a Fund portfolio company, the consultant also receives such payments in connection with investments in portfolio companies with respect to which the consultant provided no services. A fixed percentage of the fee paid to the consultant in connection with a portfolio company investment is paid in the form of equity in such portfolio company in connection with the consummation of the investment. The Adviser and the Funds will generally engage common legal counsel and other advisers in a particular transaction, including a transaction in which there may be conflicts of interest (e.g., cross transactions and other affiliated transactions). Members of the law firms engaged to represent the Funds could be investors in a Fund, and could also represent one or more portfolio companies or investors in a Fund. In the event of a significant dispute or divergence of interest between Funds and/or the Adviser, the parties will engage separate counsel in the sole discretion of the Adviser, and in litigation and other circumstances separate representation could be required. Additionally, the Adviser and the Funds will at times engage other common service providers. In certain circumstances, the service provider may charge varying rates or engage in different arrangements for services provided to the Adviser, the Funds, and/or the portfolio companies. This may result in the Adviser receiving a more favorable rate on services provided to it by such a common service provider than those payable by the Funds and/or the portfolio company, or the Adviser receiving a discount on services even though the Funds and/or the portfolio companies receive a lesser, or no, discount. This creates a conflict of interest between the Adviser and the Funds in determining whether to engage such service providers, including the possibility that the Adviser will favor the engagement or continued engagement of such persons if it receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by the Funds. In addition, the Adviser and its affiliates, including its employees, will, from time to time, receive discounts on services and/or products from portfolio companies. Such discounts are generally equal to, or less than, the discounts provided by the portfolio company to its own employees. The Adviser may also be confronted with tasks that can be accomplished either by its employees (including secondees) or by third-party service providers or vendors. The Adviser’s allocation of such tasks may be influenced by whether the Adviser or a Fund would bear the fees and expenses of a third-party service provider or vendor. Due to, among other things, limited internal resources, the Adviser may be incentivized to allocate such tasks related to Funds to third-party service providers or vendors (including in cases where its employees may be able to accomplish such a task faster or with higher quality than a third-party service provider or vendor), such that the Funds would bear the fees and costs thereof. The Adviser from time to time may cause the Funds to bear the full cost and expense of engaging certain third-party service providers on behalf of a portfolio company. In the event a Fund is not

the sole shareholder of the portfolio company, other shareholders will benefit from the costs incurred by such Fund and will not reimburse the Fund for their pro rata portion of the cost of any such service provider. The Adviser expects certain service providers, their affiliates and personnel to invest in, or coinvest alongside, one or more Funds, and due to the nature of the service provider relationships and the timing of services, these persons have the potential to have information advantages relative to other investors or co-investors, and in certain circumstances could be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors or could be offered co-investment opportunities on preferred terms. Conflicts of interest exist in the allocation of the costs and benefits of arrangements with service providers for the provision of goods or services to the Adviser, the Funds, other Adviser clients and/or their respective portfolio entities. The Adviser manages such conflicts and makes allocation judgments with respect to such costs and benefits in its fair and reasonable discretion, notwithstanding its interest in the outcome. The Adviser’s allocation decisions with respect to service providers at times are informed by input from the relevant service provider (including but not limited to where the service provider provides recommended allocation percentages across the relevant parties or provides market practice insight with respect to allocation percentages), and it is possible that the relevant service provider could, due to a conflict, recommend expense allocations that are more favorable to the Adviser than the Funds or their portfolio companies. There may be instances where the target portfolio company of one Fund is the service provider of another Fund, and an acquisition of the target portfolio company by the original Fund would create a conflict of interest for the other Fund. For example, when the target portfolio company of the original Fund is the valuation agent of the other Fund, the acquisition of the portfolio company by the original Fund would create issues related to independence. Therefore, due to such conflict, there may be circumstances where the Adviser declines to make an investment on behalf of the original Fund, even if such investment would be beneficial to the original Fund and/or fits within the original Fund’s Investment Allocation Requirements. Additionally, due to such conflict, there may be circumstances where the interests of the original Fund are subordinated to the perceived interests of the other Fund, which may be to the detriment of the original Fund. Positions with Portfolio Companies Adviser Personnel will from time to time serve as directors of, or observers on boards with respect to, certain portfolio companies. While conflicts of interest may arise in the event that such Adviser Personnel’s fiduciary duties as a director conflict with those of a Fund, it is expected that the interests will generally be aligned. For instance, such positions could impair the ability of a Fund to sell the securities of an issuer in the event a director receives material non-public information by virtue of his or her role, which would have an adverse effect on the Fund. Furthermore, an Adviser Personnel serving as a director to a portfolio company owes a fiduciary duty to the portfolio company, on the one hand, and the relevant Fund, on the other hand, and such Adviser Personnel may be in a position where they must make a decision that is either not in the best interest of the Fund, or is not in the best interest of the portfolio company. Adviser Personnel serving as directors may make decisions for a portfolio company that negatively impact returns

received by a Fund investing in the portfolio company. In addition, to the extent an Adviser Personnel serves as a director on the board of more than one portfolio company, such Adviser Personnel’s fiduciary duties among the two portfolio companies may create a conflict of interest. Certain decisions made by a director may subject the Adviser, its affiliates or a Fund to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Funds will indemnify the Adviser and Adviser Personnel from such claims. Additionally, the Advisory Fee of certain Funds is offset by such Fund’s pro rata share of any director’s compensation paid to such employees by any portfolio company in which such Fund has an investment, as provided in such Fund’s Governing Documents. In addition, Adviser Personnel and Operating Partners may leave the employment of the Adviser, its affiliates or Operating Partner and become an officer, director or employee of a portfolio company, which will shift the burden of compensating such persons from the Adviser to the applicable portfolio companies, and any fees received by such persons as an employee of the portfolio company will not reduce the Advisory Fee. In certain cases, a former employee of the Adviser may be re-employed by the Adviser following employment by a portfolio company. No compensation (including any incentive or equity compensation) paid by a portfolio company to a former employee of the Adviser will offset or otherwise reduce the Advisory Fee paid by a Fund to the Adviser. From time to time Adviser Personnel may also be asked to serve as directors of, or observers with respect to, certain entities in which a Fund has fully exited its ownership interest and/or following the termination of such person’s employment with the Adviser. In such circumstances, any compensation or fees received with respect to such exited investment and/or by such Adviser employee is not subject to the Advisory Fee offset described above, or otherwise shared with the Funds and/or investors. As a result of roles at portfolio companies, the Adviser may from time to time take steps to mitigate the conflicts of interest, including causing a Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Fund may divest itself of an asset it otherwise may have retained or may not purchase an asset it otherwise would have purchased). Any such steps could have the effect of impacting the investment program of a Fund and reduce returns. In addition, the Adviser may continue to receive other fees from a portfolio company after a Fund has fully exited its ownership interest (for instance, in respect of consulting arrangements or group purchasing arrangements). In such circumstances, any fees received with respect to such exited investment is not subject to the Advisory Fee offset described above, or otherwise shared with the Funds and/or investors. Certain personnel of the Adviser or its affiliates have in the past or may from time to time in the future also be temporarily seconded to or otherwise engaged by certain portfolio companies on either a full-time or a part-time basis to provide services to such portfolio companies. In such instances, the portfolio companies will pay such person’s directors’ fees, salaries, consultant fees, other cash compensation, stock options, other equity grants or other compensation and incentives and may reimburse the Adviser or such persons for any travel costs or other out-of-pocket expenses incurred in connection with the provision of their services. The Adviser may also advance compensation to seconded employees and be subsequently reimbursed by the applicable portfolio companies. Any compensation customarily paid directly by the Adviser or its affiliates to such persons will typically be reduced to reflect amounts paid directly or indirectly by the portfolio

company even though the Advisory Fee paid or Carried Interest distributed by the Fund to the Adviser will not be reduced. Any amounts paid to such persons by a portfolio company (or paid by the Adviser and reimbursed by a portfolio company) will not be treated as expenses to be borne by the Fund and will not reduce the Advisory Fee otherwise payable to the Adviser or any Carried Interest otherwise payable to the Adviser or its affiliates, if applicable. All or a portion of any such compensation and incentives will be borne by the Fund, directly or indirectly, via its ownership interest in such portfolio company. Conversely, in the event that the Adviser employs a person that previously received compensation from a portfolio company, investors will only receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with the Adviser, and not with respect to any compensation prior to such date, including equity grants made prior to the date of employment that vest thereafter. In certain instances, whether an individual who provides services to a portfolio company should be characterized as an industry specialist, an employee or former employee of the Adviser, or a seconded employee may not be clear. In such cases, the Adviser will make a determination in good faith based on its evaluation of the relevant facts and circumstances. Additionally, on occasion, a current portfolio company will under certain circumstances hire Adviser Personnel that leave the Adviser to join the portfolio company. To the extent the former Adviser Personnel continues to vest in compensation from the Adviser, such compensation is not expected to be subject to the Advisory Fee offset or otherwise shared with the Funds, investors and/or portfolio companies. In addition, compensation for the role at the portfolio company is not expected to be subject to the Advisory Fee offset or otherwise shared with the Funds, investors and/or portfolio companies. Side Letter Agreements; Advisory Committee Rights The Adviser often enters into certain side letter arrangements with certain investors in a Fund providing such investors with different or preferential rights or terms, including but not limited to different fee structures and other preferential economic rights, information and reporting rights, excuse or exclusion rights, waiver of certain confidentiality obligations, co-investment rights, certain rights or terms necessary in light of particular legal, regulatory or policy requirements of a particular investor, additional obligations and restrictions with respect to structuring particular investments in light of the legal and regulatory considerations applicable to a particular investor, modification of representations, indemnification and/or liability and other obligations, veto rights, consent rights, withdrawal rights due to adverse tax or regulatory events and liquidity or transfer rights. In addition, the Adviser may from time to time agree to certain matters relating to knowledge transfer, knowledge sharing, training and/or secondments with one or more investors as part of an overall firm relationship. Furthermore, the Adviser has in the past and may in the future afford different investors different rights and treatment, regardless of whether such rights and treatment are memorialized in a side letter. Except as otherwise agreed with an investor, the Adviser is not required to disclose the terms of side letter arrangements with other investors in the same Fund. Also, investors will have no recourse against a Fund, the applicable Fund’s General Partner, the Adviser or their respective affiliates in the event that certain investors receive additional and/or different rights and/or terms pursuant to such side letters, some of which rights may impact the rights and/or increase the obligations of other investors. In addition, side letter arrangements with certain investors of the Funds impose additional restrictions on investing in certain types of assets, geographies or industries in order to meet certain legal, tax, regulatory,

internal policy or other requirements of such investors. While these restrictions are intended to apply solely to such investors, they may ultimately restrict the investments made by an applicable Fund. Many of the Funds have established an advisory committee, consisting of representatives of investors. A conflict of interest may exist when some, but not all limited partners are permitted to designate a member to the advisory committee because those designating limited partners will, for instance, have greater information rights. The advisory committee may also have the ability to approve conflicts of interests with respect to the Adviser and the applicable Fund, which could be disadvantageous to the investors, including those investors who do not designate a member to the advisory committee. Representatives of the advisory committee may have various business and other relationships with the Adviser, Adviser Personnel and its affiliates. These relationships may influence the decisions made by such members of the advisory committee and present conflicts of interest. In addition, members of one Fund’s advisory committee may also be a member of another Fund’s advisory committee. In such instances, a conflict of interest exists because the Funds on which such overlapping advisory committee members sit may have conflicting interests, and such advisory committee members may be asked to provide their consent with respect to such conflicts of interest. Advisory committee members will not recuse themselves from any such vote and may act in their own interests in such situation because they do not owe any fiduciary duty to the Funds. Other Potential Conflicts The Governing Documents of a Fund establish complex arrangements among the Funds, the Adviser, investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the Governing Documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Adviser will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Fund or its investors. The Adviser and its personnel have in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Fund, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Fund expenses may result in “miles” or “points,” rebates or credit in loyalty/status programs to the Adviser and/or its personnel. Such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit the Adviser and/or such personnel even though the cost of the underlying service is being born by the Funds, its investors and/or the portfolio companies. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Fund, its investors and/or the portfolio companies. In addition, airline travel incurred as a Fund expense for an Adviser personnel travelling for appropriate Fund-related purposes (including, without limitation, travel related to a portfolio company, a prospective portfolio company or other Fund100

related matter) may benefit such Adviser personnel to the extent the trip also serves a personal purpose. The Adviser has in the past and may, in its discretion, in the future have and cause the Funds and/or their portfolio companies to have, ongoing business dealings, arrangements or agreements with persons who are former employees or executives of the Adviser. The Funds and/or their portfolio companies would bear, directly or indirectly, the costs of such dealings, arrangements or agreements. In such circumstances, there exists a conflict of interest between the Adviser and the Funds (or their portfolio companies) in determining whether to engage in or to continue such dealings, arrangements or agreements, including the possibility that the Adviser will favor the engagement or continued engagement of such persons even if a better price and/or quality of service could be obtained from another person. Investors may be introduced to the Adviser, or may be brought into a Fund, by a third-party consultant from which the Adviser or a related person purchases products and to which the Adviser or a related person may make payments, including in connection with conferences sponsored or hosted by the third-party consultant. The Funds may create a platform for acquiring companies in a particular industry for the purpose of creating synergies across, and adding value to, such companies (e.g., merging companies together to create economies of scale or running certain companies in a coordinated manner). In such instances, a holding company (“Holding Company”) would be created that would acquire and manage the companies in the platform. The investments in the Holding Company may be managed together (including, for example, the use of common service providers, combined and/or otherwise sold together as part of a single transaction or series of related transactions). The Holding Company would be staffed with personnel responsible for sourcing, acquiring and managing companies for the Holding Company. In certain circumstances, such Holding Company employees may include former employees of the Adviser, or current or former senior advisors or consultants to the Adviser and its affiliates. All of the Holding Company’s costs and expenses, initial or ongoing and for any purpose, including compensation for its personnel (which compensation may include, among other things, salary, benefits, retainers and the granting of profit participation in certain investments of the Holding Company and/or a capital interest in such investments or the underlying assets), overhead expenses (including, without limitation, rent, property taxes and utilities allocable to the workspaces) and all expenses related to sourcing would be borne by the Holding Company (and, therefore, indirectly borne by the applicable Fund). Such costs and expenses will not offset the Advisory Fee and are in addition to Advisory Fees and other compensation (e.g., Carried Interest) received by the Adviser. In addition, as the Adviser earns Advisory Fees and Carried Interest from the Funds, the Adviser will benefit from the assets, income and gains of Holding Company. In addition, from time to time, the Adviser may recruit a management team to pursue a new “platform” opportunity expected to lead to the formation of a future portfolio company, or to undertake a “build-up strategy” to acquire and develop assets in a particular sector or involving a particular strategy. In other instances, a new platform could be formed to recruit an existing or newly formed management team to build such platform through acquisitions and organic growth. In certain circumstances, such platform employees may include former employees of the Adviser,

or current or former senior advisors or consultants to the Adviser and its affiliates. The structure of each platform and the engagement of personnel will vary, including whether a management team’s services are exclusive to the platform and whether the members of the management team are employed directly by the platform or indirectly through a separate management company established to manage such platform. Platform structures may change during the investments’ hold period, for instance, in connection with restructurings or dispositions. The management team of a platform investment provides services with respect to other platform investments of more than one Fund, or provide the same or similar services for unaffiliated parties. The services provided by the platform management team could be similar to, and in some cases overlap with, the services provided by the Adviser to the Funds. The Fund will bear the expenses of the management team or portfolio company, as the case may be, including any sourcing costs and management costs, overhead expenses, management or other fees, employee compensation (including cash compensation and profits-interest), diligence expenses or other related expenses in connection with backing the management team or the build out of the platform company. Such expenses may be borne directly by the applicable Fund as Fund expenses or indirectly as the Fund bears the startup and ongoing expenses of the newly-formed platform portfolio company. Such costs, fees and expenses will not offset the Advisory Fee and are in addition to Advisory Fees and other compensation (e.g., Carried Interest) received by the Adviser. The Adviser has in the past and may, from time to time in the future, cause one or more Funds to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Funds, the applicable General Partner, the Adviser and/or Adviser Personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties, against liability in connection with the activities of the Funds. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by the Adviser that cover one or more Funds and/or the Adviser (including Adviser Personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Funds, and/or the Adviser on a fair and reasonable basis, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. While the Adviser makes such allocations in its reasonable discretion, a conflict of interest arises in such allocations because the Adviser has an incentive to allocate expenses away from itself more generally and away from Funds that provide more favorable economics to the Adviser. There can be no assurance that a different allocation would not result in a Fund bearing less (or more) premiums, fees, costs and expenses for insurance policies. The Adviser may, from time to time, require, cause or invite the Funds and/or a portfolio company to make contributions to charitable initiatives, or other non-profit organizations that the Adviser believes could, directly or indirectly, enhance the value of the Funds’ investments, assist in completing an acquisition of a portfolio company or other transaction (whether or not documented at the time of such acquisition or transaction) or otherwise serve a business purpose for, or be beneficial to, the Funds or their portfolio company. Such contributions could be designed to benefit employees of a portfolio company, the community in which a portfolio company operates or a charitable cause essential to, or consistent with, the business purpose of a portfolio company. In certain instances, such charitable initiatives could be sponsored by, affiliated with or related to

current or former employees of the Adviser, portfolio company management teams, advisors, service providers, vendors, joint venture partners, and/or other persons or organizations associated with the Adviser, the Funds or the portfolio companies. These relationships could influence the Adviser’s decision whether to require, cause or invite the Funds or the portfolio companies to make charitable contributions. Further, from time to time, such charitable contributions by the Funds or the portfolio companies could supplement or replace charitable contributions that the Adviser would have otherwise made. Also, in certain instances, the Adviser may, from time to time, select a service provider or other counterparty to the Funds or their investments based, in part, on the charitable initiatives of such person where the Adviser believes such charitable initiatives could, directly or indirectly, enhance the value of the Funds’ investments or otherwise be beneficial to the portfolio companies. The Governing Documents of certain Funds permit the Adviser to cause such Fund to distribute the Adviser’s share of securities resulting from an investment disposition by such Fund to the Adviser in kind, while disposing of investors’ share of such securities and distributing the net cash proceeds of such sale of securities to the investors. This ability creates conflicts of interest between the Adviser and the investors of the applicable Fund, because the Adviser has an incentive to cause the Fund to exit an investment at a time that will result in investors receiving a lesser return on such investment than would be the case if the Adviser was prohibited from receiving its proceeds from investments in kind (or was otherwise required to receive its share of investment proceeds in the same form as investors). Furthermore, the Adviser, or its affiliates, from time to time receive distributions in kind from an investment disposition. In the event the Adviser, or its affiliates, receive such a distribution, the Adviser is permitted to act in its own interest with respect to its share of securities and could determine to sell the distributed securities (which may include selling its securities prior to the time at which the investor sells its distributed securities), or hold on to the distributed securities for such time as the Adviser shall determine. The ability of the Adviser to act in its own interest with respect to such distributed shares creates a conflict of interest between the Adviser or affiliate, as an adviser to the Fund, and the Fund. These conflicts may be exacerbated due to the enhanced knowledge and information the General Partner has relative to the limited partners with respect to such securities. The Governing Documents of certain Funds permit the Adviser to withhold information from certain investors or investors in such Fund in certain circumstances. For instance, certain information will typically be withheld from investors that are subject to Freedom of Information Act or similar requirements. The Adviser will often elect to withhold certain information to such investors for reasons relating to the Adviser’s public reputation or overall business strategy, despite the potential benefits to such investors of receiving such information. Please see the discussion above under the sub-heading “Resolution of Conflicts” for a description of the means by which the Adviser and its related persons will seek to alleviate conflicts of interest among the Funds or other persons.

In placing each transaction for a Fund involving a broker-dealer, the Adviser will seek “best execution” of the transaction except to the extent it is permitted to pay higher brokerage commissions in exchange for brokerage and research services (as discussed below). “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser’s investment team takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. In addition, the Adviser is permitted to consider the use of Electronic Communications Networks when placing trades on behalf of the Funds. When purchasing or selling over-the-counter securities with market makers, the Adviser generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. In order to monitor best execution, the investment team, in consultation with the CCO, will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Fund. To the extent consistent with achieving best execution, the Adviser is permitted to also consider other business a particular broker or dealer has done with the Adviser, such as identifying investment opportunities, performing investment banking services and providing services to the Adviser’s principals. The Adviser will from time to time “pay up” (e.g., pay a higher commission to execute a trade than the lowest available negotiated commission) using a portion of a brokerdealer’s brokerage commission (i.e., soft dollars) for brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. A brokerdealer providing such brokerage and research services may receive a commission that is in excess of the amount of commission another broker-dealer would have received for effecting that transaction provided the Adviser determines in good faith that such commission was reasonable in relation to the value of the research and brokerage services provided by the broker-dealer. Any such research service may be broadly useful and of value to the Adviser in rendering investment advice to all or a significant portion of the Funds, or may be relevant and useful for the

management of one or only a few Funds’ accounts, regardless of whether such account or accounts paid commissions to the broker-dealer through which the research service was provided. The Adviser will only make securities transactions that it in good faith believes are in the best interest of the Fund. A conflict of interest exists when a broker-dealer provides such research services, however, as the Adviser will have an incentive to favor such broker-dealer over others that charge lower commissions. Aggregation of Trades The Adviser will from time to time aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. The Adviser may employ this practice because larger transactions typically will enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Adviser will from time to time combine orders on behalf of Funds with orders for other Funds for which it has trading authority, or in which it has an economic interest. In such cases, the Adviser generally aggregates trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction. If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

Some Funds also receive quarterly performance reports after each fiscal quarter end. The Adviser will, from time to time, in its sole discretion, provide additional information relating to such Fund to one or more investors in such Fund as it deems appropriate.

Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Fund that are subsequently accepted. Such Fund will, to the extent contemplated by, and subject to any limitations set forth in, its Governing Documents, reimburse such fees. Advisory Fees received by the Adviser are generally reduced by the amount of such fees paid by the Fund. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds.

In compliance with the “audit exception”, the Adviser will distribute audited financial statements for the Audited Funds prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), and audited by an independent public accountant that is registered with, and subject to regular inspection by the Public Company Accounting Oversight Board, to each Audited Fund’s investors within 120 days after such Audited Fund’s fiscal year-end. In addition, upon the final liquidation of any Audited Fund, the Adviser will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Audited Fund to all investors promptly after completion of the audit. Investors should review audited financial statements carefully.

owned by the Funds (“Votes”) to address certain voting issues. The guiding principle by which the Adviser votes all Votes is to vote in the best interests of each Fund by maximizing the economic value of the relevant Fund’s holdings, taking into account the relevant Fund’s investment horizon, the contractual obligations under the applicable Fund’s Governing Documents, and all other relevant facts and circumstances at the time of the vote. The Adviser does not permit voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any Vote. However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Adviser’s Managing Directors or the other relevant Adviser investment professional, the costs associated with voting such Vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. Funds generally cannot direct the Adviser’s Vote. All voting decisions initially are referred to the appropriate investment professional for a voting decision. In most cases, the investment professional covering the particular investment will make the decision as to the appropriate vote for any particular Vote. In making such decision, he or she may rely on any of the information and/or research available to him or her. The investment professional will inform the Managing Directors and the CCO of any such voting decision, and if the Managing Directors and the CCO, after considering the results of the CCO’s conflict of interest review and the other factors they deem relevant, do not object to such decision, the Vote will be voted in such manner. If the investment professional, the Managing Directors and the CCO are unable to arrive at an agreement as to how to vote, then the CCO will typically consult with the most senior Managing Director, who will then review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Funds’ holdings. The CCO has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions will require a mandatory conflicts of interest review by the CCO in accordance with these policies and procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote has an interest in how the Vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. The CCO will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Funds. Where the CCO deems appropriate in his or her sole discretion, unaffiliated third parties will be used to help resolve conflicts or to otherwise assist the Adviser in fulfilling all or part of its voting obligations. In this regard, the Adviser can retain independent fiduciaries, consultants, or professionals to assist with voting decisions and/or to which voting and/or consent powers may be delegated in accordance with its proxy voting policies and procedures.

Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client or prospective client upon written request to: Jennifer Mello, Chief Compliance Officer, Altamont Capital Partners, 400 Hamilton Avenue, Suite 230, Palo Alto, CA 94301. Item 18.

Financial Information