Kohlberg & Company: investment adviser

The Adviser provides investment supervisory services to pooled investment vehicles 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”). As of the date of this brochure, the Adviser serves as the investment manager for Kohlberg Investors VIII, L.P., Kohlberg Investors VIII-B, L.P., Kohlberg Investors VIII-C, L.P., Kohlberg TE Investors VIII, L.P., Kohlberg TE Investors VIII-B, L.P., Kohlberg Investors IX, L.P., Kohlberg Investors IX-B, L.P., Kohlberg Investors IX-C, L.P., Kohlberg TE Investors IX, L.P., Kohlberg TE Investors IX-B, L.P., Kohlberg Investors VII CV, L.P., Kohlberg TE Investors VII CV, L.P., Kohlberg Investors X, L.P., Kohlberg Investors X-B, L.P., Kohlberg TE Investors X, L.P., Kohlberg TE Investors X-B, L.P, Kohlberg NY Investors X, L.P., Kohlberg Private Credit Investors Master Fund, L.P., KCLF Note Issuer I SPV, LLC, Kohlberg Credit CLO 2025-1, LLC, and CLFK, LLC, Series 2025-1 (the “Main Funds”). The Adviser may in the future advise Main Funds in addition to those listed herein. The Adviser from time to time establishes, on a transaction-by-transaction basis, certain investment vehicles through which one or more persons (including investors in a Main Fund and other third parties) may invest alongside one or more Main Funds in a particular investment opportunity or in multiple investment opportunities alongside a Main Fund (each such vehicle, a “Co-Investment Vehicle”). Certain of these Co-Investment Vehicles are limited to investing in securities relating to the transaction with respect to which they were organized. As a general matter, the General Partner of a Main Fund may, in certain circumstances, cause a Co-Investment Vehicle to make and dispose of its investment in the particular investment opportunity at substantially the same time, on substantially the same terms and conditions and in the same proportions as the applicable Main Fund(s) that are also invested in that investment opportunity, except as may be necessary because of different tax, legal or regulatory considerations. The Adviser has in the past established, and may, from time to time in the future establish, investment vehicles for the purpose of purchasing one or more investments from a Fund and/or for the purpose of purchasing one or more investments from one Fund (for example, where the selling Fund is approaching the end of its term) in connection with or alongside another Fund making an investment (such investment vehicle a “Continuation Vehicle”). Additionally, the Adviser has in the past organized and may in the future organize and serve as General Partner (or in an analogous capacity) to (i) certain other “feeder” vehicles (each such vehicle, a “Feeder Vehicle”) organized to invest exclusively in a Main Fund, (ii) alternative investment vehicles (each, an “Alternative Investment Vehicle”) organized to address, for example, specific tax, legal, business, accounting or regulatory-related matters that may arise in

connection with a transaction or transactions, and/or (iii) parallel investment entities that invest side-by-side with one or more of the Main Funds and are formed to facilitate investments by business associates and other “friends and family” of the Adviser or its personnel (each, an “Associates Fund”). The Main Funds, Co-Investment Vehicles, Continuation Vehicles, Feeder Vehicles, Associates Funds and Alternative Investment Vehicles are collectively referred to as the “Funds.” Although Co-Investment Vehicles are collectively referred to in this brochure as Funds, some or all CoInvestment Vehicles may not be clients of the Adviser. In addition, the Adviser provides nondiscretionary investment sourcing services and discretionary advisory services to one or more institutional clients through separate account arrangements or through pooled investment vehicles (each, an “Other Advisory Client”). The Funds and Other Advisory Clients are collectively referred to herein as the “Clients”. The Funds make primarily private equity and equity-related investments (including strategic equity investments), as well as investments in senior secured, sponsor-backed private credit investments and other private credit investments in loans and debt instruments. In accordance with the Funds’ respective investment objectives, investments are generally made across two specialized “Core Practice Areas” where the Adviser has built investing and operating experience: Healthcare and 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 will 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 and/or separate investment and advisory, investment management or portfolio management agreements (each, an “Advisory Agreement”). Investment advice is provided directly to the Funds (other than certain Co-Investment Vehicles) and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Advisory Agreements with the Funds and/or organizational documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the organizational or offering documents of the applicable Fund, the Advisory Agreements and/or side letter agreements negotiated with investors in the applicable Fund (such documents collectively, a Fund’s “Organizational Documents”). Certain Clients make primarily private credit investments in loans and other debt opportunities, including investments structured primarily as originations, participations or assignments of secured and unsecured loans. Services are provided to the Other Advisory Clients in accordance with the governing documents of the applicable Other Advisory Clients. Investment restrictions for an Other Advisory Client, if any, are generally established in the governing documents of the Other Advisory Client, including, where applicable, the transaction documents negotiated with such Other Advisory Client’s leverage and/or equity providers (collectively, an “Other Advisory Client’s Organizational Documents”).

The only ultimate principal owner, through intermediate entities, that owns 25% or more of Kohlberg is Samuel P. Frieder. The Adviser has been in business since 1987. As of December 31, 2025, the Adviser manages a total of $17,148,600,000 of client assets, 16,253,300,000 of which is managed on a discretionary basis and $895,300,000 of which is managed on a non-discretionary basis.

Further details about certain common fees and expenses are set forth below. Advisory Fees As compensation for investment supervisory services rendered to the Funds, the Adviser receives from each such Fund (except for Associates Funds, certain Co-Investment Vehicles, Feeder Vehicles, Alternative Investment Vehicles, and certain Other Advisory Clients) an advisory fee (each, an “Advisory Fee”) typically calculated based on committed capital, remaining invested capital or the cost basis of existing investments (reduced by any write-offs) with respect to such Fund. Advisory Fees may be reduced during the life of a Fund. Advisory Fees paid by a Fund may also be reduced by other fees or compensation received by the Adviser or its affiliates that relate to such Fund’s activities and investments, or by certain organizational or other expenses borne by such Fund, as described in more detail below. Advisory Fees paid by a Main Fund are indirectly borne by investors in such Main Fund, including any Funds that invest in such Main Fund (such as Feeder Vehicles). With respect to certain Funds, on a date specified in the Organizational Documents (the “Stepdown Date”), the Advisory Fee customarily decreases and is thereafter calculated based on the amount of invested capital associated with the Fund’s aggregate investment(s) in portfolio investments that remain unrealized or have not been permanently written down or written off (such investments, “Impaired Investments”). Because Advisory Fees are calculated based on invested capital following the Stepdown Date, the Organizational Documents do not require any reduction or refund of Advisory Fees following a write-off, or a decrease (including a significant decrease) in fair value, except with respect to investments that meet the applicable Impaired Investment standard under the Organizational Documents. Similarly, if the fair value of an investment exceeds the aggregate investment contributions for that investment, Advisory Fees payable after the Stepdown Date are not computed on the appreciated value and instead continue to be determined by the amount of such investment contributions. As a result, the Advisory Fees generally will not track changes in the fair value of any individual investment or of a Fund, including after the applicable investment period, and will not be decreased to reflect write-downs or write-offs, except with respect to Impaired Investments.

In addition, the Organizational Documents do not require any reduction or refund of Advisory Fees, in whole or in part, in connection with distributions (including those arising from dividend recapitalizations), reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, or where one or more other Fund(s) exit their investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case where such events do not result in a complete disposition of the relevant Fund’s interest, and even where the value of the Fund’s investment or the Fund’s ownership percentage has been reduced (including materially reduced) as a result. In many cases, the Advisory Fee base following the Stepdown Date will include capitalized, transaction-specific fees and expenses of unrealized investments, including certain fees (such as Other Fees) and expenses paid to third parties or their affiliates. In addition, the Organizational Documents generally do not provide for the reimbursement or refund of Advisory Fees in the event of realizations, dispositions, or partial write-downs or write-offs occurring mid-calculation period. Advisory Fees received from certain Funds are payable quarterly in advance and from certain other Funds in arrears. Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are generally returned on a prorated basis. The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are established by the Adviser as set forth in each Fund’s Organizational Documents received by each investor prior to investment in such Fund. The Advisory Fees and other fees and distributions described herein are generally subject to waiver, modification 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. Such waiver has in the past eliminated and may in the future eliminate any fee offsets that might otherwise have reduced the amount of an Advisory Fee. The fee structures described herein may be modified from time to time. Fees may differ from one Fund to another, as well as among investors in the same Fund. Unless otherwise agreed with a Fund’s investors, Advisory Fees will continue to be payable during any term extensions. In addition, the Adviser has in the past and may in the future enter into economic and/or other fee-sharing arrangements with respect to one or more Funds and/or certain limited partners thereof, the rights of which will not generally be offered to other limited partners. Certain investors in the Funds, and certain Funds (including Associates Funds, certain CoInvestment Vehicles, Feeder Vehicles and Alternative Investment Vehicles) will not typically pay Advisory Fees. Notwithstanding that such investors and Funds will not pay Advisory Fees, such investors and such Funds will pay for their pro rata share of certain Fund expenses or the pro rata portion of such investors’ expenses will be allocated to the Adviser or the General Partner of the applicable Fund. In addition, certain Clients have paid in the past and may pay in the future fees or other forms of compensation to the Adviser based on the amount of capital invested by such clients in accordance with the governing documents of such client. The Advisory Fees paid by a Fund will generally be reduced by a percentage of: (1) the amount of fees paid by such Fund to persons acting as a placement agent in connection with the offer and sale of interests in such Fund to certain potential investors and/or (2) certain Other Fees received by the Adviser or its affiliates (for the avoidance of doubt, excluding (A) any Operations Fees & Expenses and Covered In-House Expenses (each as defined below) and (B) any fees or expenses

paid to any member of the Adviser or its affiliates in connection with capital market services). The amount and manner of such reduction, if any, is set forth in the Organizational Documents of the applicable Fund. To the extent a reduction relates to more than one Fund, the Adviser shall allocate the resulting Advisory Fee reduction among the applicable Fund(s) in proportion to the capital committed to the applicable Fund. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds. Generally, the portion of Other Fees allocable to capital invested by an Associate Fund, certain Co-Investment Vehicles, a Feeder Vehicle, Alternative Investment Vehicle, other Fund 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. In addition, the Adviser has in the past and may in the future 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 (including any related entity established by any of the foregoing such as trusts, charitable programs, endowments or related programs, family investment vehicles or other estate planning vehicles) 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 (e.g., during periods when the Adviser no longer receives Advisory Fees and receives compensation that would otherwise be subject to offset, the Adviser, depending on certain elections that may be made by Fund investors, may be entitled to retain such compensation without remitting any such amounts to the applicable Fund or its investments). The Adviser also receives fees from the Other Advisory Clients, the terms of which are specified in the applicable Other Advisory Client’s Organizational Documents negotiated with such Other Advisory Client’s leverage and/or equity providers. Fees payable with respect to Other Advisory Clients typically include one or more of the following: (i) one-time transaction fee or a transaction fee invoiced at each drawdown, in each case typically calculated based on a specified percentage of the original issue discount for loan investments sourced by the Adviser; (ii) advisory fees typically calculated based on a specified percentage of the aggregate assets under management of the Other Advisory Clients; and (iii) certain incentive fee payments, subject to satisfaction of the applicable carry payment threshold, in each case in accordance with the applicable Other Advisory Client’s Organizational Documents. Advisory fees are generally paid quarterly, in arrears, unless otherwise specified in the Other Advisory Client’s Organizational Documents. Any other fees payable by an Other Advisory Client are specified in the Other Advisory Client’s Organizational Documents. The Adviser does not typically deduct any fees from an Other Advisory Client or an underlying account thereof. The fees are typically payable, in the case of discretionary Other Advisory Clients, in accordance with a prescribed waterfall of payments in accordance with the Other Advisory Client’s Organizational Documents or may otherwise be billed to the Other Advisory Clients. Fees payable by the Other Advisory Clients to the Adviser are not reduced by any compensation received by the Adviser or its affiliates or employees, including Other Fees earned from any Fund’s portfolio investments. Similarly, the Advisory Fees paid by a Fund will not be reduced by any fees paid by any Other Advisory Clients to the Adviser.

Other Fees Fees Payable by Portfolio Investments In addition, the Adviser and its affiliates have in the past and may in the future perform management, advisory, transaction-related, financial advisory and other services for, and receive fees from, actual or prospective portfolio investments or other investment vehicles of the Funds, including fees in connection with structuring such portfolio investments, as well as mergers, acquisitions, add-on acquisitions, refinancings, public offerings, sales, divestments or other dispositions and similar transactions with respect to such portfolio investments (“Transaction Fees”). The Adviser and its affiliates may also receive “monitoring fees” pursuant to monitoring agreements with portfolio investments of the Funds governing the advice, consultation and other similar ongoing services provided by the Adviser to such portfolio investments. The terms of a monitoring agreement may include (among other things) annual automatic renewals and the payment of monitoring fees. In addition, the Adviser and its affiliates may receive fees in connection with serving on the board of directors of a portfolio investment (“Director Fees”) and in connection with an unconsummated transaction (“Break-Up Fees” and, together with Transaction Fees, monitoring fees, Director Fees, and any origination fees, commitment fees, topped bid fees, cancellation fees, closing fees, financial advisory fees, financing commitment fees, termination fees, investment banking fees and other similar ancillary fees, whether in the form of cash, options, warrants, stocks, or otherwise, the “Other Fees”). The amount and timing of Other Fees received by the Adviser are generally specified in the agreement or other documentation governing the transaction. Generally, under the terms of the applicable Organizational Documents, for purposes of calculating any Advisory Fee offset, Other Fees are net of out-of-pocket costs and expenses incurred by the Adviser in connection with consummated or unconsummated transactions or in connection with generating any such fees. Other Fees are often substantial and can be paid in cash, equity, in securities of the portfolio investments, prospective portfolio investments or investment vehicles (or rights thereto) or otherwise. 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. The amount and manner of such reduction is set forth in the Organizational Documents of the applicable Fund. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds. The payment of Other Fees by portfolio investments will, in some, but not all, circumstances create 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 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 investments, and/or third-party co-investors in its transactions.

From time to time, the Adviser will, in its discretion, disclose to an investor the amount of Other Fees allocated to the Fund in which such investor has invested, in account statements or other similar periodic reports delivered to investors. From time to time, the Adviser has in the past agreed and may in the future (in its sole discretion), agree to pay a portion of an Other Fee received from an actual or prospective portfolio investment to a third party (“Third Party Fee”), such as a consultant, advisor, finder, broker, 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 applicable Organizational Documents to share such Third Party Fee with the Funds (and their investors) and such Third Party Fee will not reduce the Advisory Fee. In addition, the Adviser or its investment partners or employees, on behalf of the Adviser, may receive stock of a portfolio investment as an Other Fee due to service of an investment partner or employee of the Adviser on the board of such portfolio investment. In the event of such a distribution or receipt of stock, the recipients, or Adviser, may act in their own interest with respect to the share of securities and may determine to sell the distributed securities, or hold on to the distributed securities for such time as such recipient, or the Adviser, shall determine. The ability of such recipients, or the Adviser, with respect to stock received as an Other Fee, to act in their own interest with respect to such distributed shares creates a conflict of interest between the Adviser, as an adviser to the Fund, and its related persons, on the one hand, and the Fund. 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 or to capital committed by a Fund investor that does not pay Advisory Fees, (ii) fees or expenses borne by a Fund directly, and (iii) any amounts paid by a portfolio investment a Fund has exited or is in the process of exiting, such as directors’ fees a former portfolio investment pays an Adviser professional who remains on the company’s board of directors following a Fund’s disposition of its investment in the company. For the avoidance of doubt, any fees paid 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. Any fees that accrue to the benefit of former Adviser Personnel (as defined below) or other persons who are or become unaffiliated with the Adviser (even if any such fee is earned 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. Similarly, any fees that accrue to the benefit of Adviser Personnel or other persons who are currently affiliated with the Adviser prior to their association with the Adviser (even if any fee received in kind is 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 may 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 their investors.

Transaction fees and other fees and expenses allocated to a portfolio investment at the time of investment (which may, on occasion, include monitoring fees) are generally capitalized into the amount of invested capital. Accordingly, to the extent that Advisory Fees are calculated based on invested capital, this would increase the amount of Advisory Fees paid to the Adviser. Such amounts are in addition to the transaction fees paid to the Adviser and/or its affiliates. In many cases with respect to the implementation of the arrangements described above, there is not an independent third party involved on behalf of the relevant portfolio investment 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 investment by virtue of the Adviser acting on behalf of both parties. Payments Made to Third Parties The Adviser and its affiliates also engage and retain senior advisors, advisers, consultants, and other similar professionals who are not employees or affiliates of the Adviser and who have in the past and may in the future, from time to time, receive payments from, or allocations with respect to, portfolio investments and/or other entities. In such circumstances, the amounts of fees or other compensation received by such persons may be 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 a 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. Expense Reimbursement Additionally, portfolio investments have in the past and may in the future reimburse the Adviser for expenses (including without limitation travel and travel-related expenses (which, as used in this brochure, includes expenses for chartered or first class travel, and meals and entertainment expenses, including, as applicable, closing dinners and mementos, car service and meals, social and entertainment events with actual or potential portfolio investment management and /or employees, customers, clients, borrowers, brokers and service providers), expenses related to training programs, meetings or other events, expenses relating to hiring portfolio investment personnel (including background checks, recruiting and relocation expenses), expenses associated with co-investor reporting and providing access to a portal, indemnification expenses, certain legal expenses (including legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio investment borrower or a lender) and similar out-of-pocket expenses), as well as consulting fees and other cash and non-cash compensation and expenses, incurred by the Adviser in connection with its performance of services for portfolio investments, and such reimbursements are generally not included in the definition of “Other Fees” under the terms of the applicable Organizational Documents and not subject to the sharing arrangements described above. For a discussion of material conflicts of interest created by the receipt of such fees and reimbursements, please see Item 11 below.

Expenses Adviser Expenses To the extent provided in the Organizational Documents of the Funds and except as described below as a “Fund Expense”, the Adviser will pay out of Advisory Fees certain expenses and costs associated with the performance of its services, including organizational expenses of a Fund exceeding a limit specified in the Fund’s Organizational Documents, expenses on account of rent, utilities, office supplies, office equipment, compensation, expenses and benefits of its officers, directors and employees (other than Carried Interest described in Item 6 below), travel and travelrelated expenses incurred by a Fund’s placement agent and other normal and routine administrative expenses relating to the services and facilities provided by the Adviser to the Funds, excluding data providers and technologies. Fund Expenses Consistent with the Organizational Documents of the Funds, each Fund will bear all expenses relating to it to the extent not borne by its portfolio investments, including all reasonable expenses incurred in connection with the organization of such Fund, such as marketing, advertising, printing, wholesaling and other fundraising expenses associated with the admission of an investor and investor-related services and other similar costs (including certain General Partner registration expenses), travel and travel-related and entertainment expenses incurred in connection with such Fund’s fundraising and investment activities, expenses (other than travel and travel-related expenses) of a Fund’s placement agent, up to a limit specified in the Fund’s Organizational Documents; all documented legal, accounting, investment banking, reporting, lenders, consulting, data and information service subscriptions, related systems and services from data providers and data management software (including any research or other service that may be deemed to be bundled for the benefit of such Fund), trade order management, as well as the information technology systems used to obtain such research and other information, third-party diligence software and service providers, 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), valuation, research (including research costs allocated by third-party groups), due diligence, ongoing monitoring of investments, travel and accommodation and other professional services to a Fund and filing and similar fees paid on behalf of a Fund (including such expenses with respect to transactions that are not consummated) (including expenses that would have been borne by Co-Investment Vehicles), in each case to the extent that such expenses are not reimbursed by entities in which the Fund invests, or proposes to invest and costs of printing certain investor reports; all custody, transfer, administration, registration and similar expenses incurred by a Fund; all brokerage and finders’ fees and commissions and discounts incurred in connection with the purchase or sale of securities; all fees, compensation (including salary, bonus, payroll taxes and benefits), overhead (including rent, property taxes and utilities and administrative personnel) and other expenses associated with companies and individuals retained by a Fund to provide

operational support, due diligence, research, specialized operations and consulting and similar or related services to, or in connection with, the Fund or one or more portfolio investments or prospective portfolio investments (including with respect to transactions that are not consummated), including Operations Fees & 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 any intermediary or special purpose entity used to acquire, hold or dispose of an investment or to otherwise facilitate a Fund’s investment activities, advisory committee expenses (including without limitation, set-up costs, speaker fees, honoraria, dining, entertainment, travel and travel-related expenses reasonable fees and expenses of legal counsel and financial advisors engaged by the advisory committee, accountants, auditors, financial advisors and any other advisors or experts retained to assist the advisory committee and any other expenses incurred in connection with advisory committee action,) and all expenses incurred in connection with the meetings or conferences of the partners and expenses of attendees who are not existing investors that also attend such meetings or conferences; all interest on borrowed funds (if any); expenses of loan servicers and other services providers; costs of Bridge Investments, subscription facilities and all forms of leverage; hedging transaction expenses; side letter compliance (e.g. “most favored nations” processes) and the costs and expenses of any service providers retained in connection therewith and costs and expenses incurred preparing materials to facilitate the ongoing compliance with the Organizational Documents and side letters (including compliance operating manuals, investor trackers and other related documentation); all taxes, fees and other governmental charges (if any) levied against a Fund or payable by a Fund and all expenses incurred in connection with any tax audit, investigation, settlement or review of a Fund, expenses incurred in connection with tax preparation and filings, expenses relating to the preparing, printing and distribution of investor reports, disclosures and notices, physically or electronically (including software used to electronically distribute such reports and notices), including any information requests, and conforming to investor-requested reporting templates, such as the Institutional Limited Partners Association (“ILPA”), which differ from the Adviser’s standard form of reporting; expenses associated with making capital calls from and distributions to investors, including fees and expenses of information technology used to facilitate all such activities; all extraordinary expenses, such as litigation expenses (including discovery requests); all expenses incurred by a Fund’s General Partner in connection with service as tax matters partner as defined in Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended; any and all fees and expenses incurred in connection with a Fund’s compliance with the Alternative Investment Fund Managers Directive (if applicable to such Fund) including the fees and expenses of any depository; expenses associated with a Fund’s Feeder Vehicles (including those formed for the benefit of employees and affiliates of such Fund); expenses associated with a Fund’s compliance with applicable laws and regulations, including regulatory filings as they relate to the Fund’s activities, 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, 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 preparation and filing of registration or other compliance obligations related to, or arising as a result of, the offering and sale of interests in a Fund in any jurisdiction, including any such obligations arising out of any rules adopted by the SEC or other regulatory agency, the Alternative Investment Fund Managers Directive or the securities laws of any jurisdiction, or from managing compliance with FATCA or similar regimes);

costs and expenses related to market data (including, without limitation, expenses incurred in connection with any multimedia, analytical, database, news or third-party research or information services and market data providers and any computer hardware and connectivity hardware (e.g., terminals and telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data), legal, accounting, auditing, investment banking, third-party industry and due diligence experts (including, without limitation, for credit and risk analytics, collateral review and loss mitigation); the costs associated with any amendments, modification, revisions or restatements to the Organizational Documents of a Fund, the costs and expenses of hosting annual or special meetings of the Funds’ investors, regardless of whether all investors are invited to participate in such meetings (including set-up costs, speaker fees, honoraria, dining, entertainment, travel and travel-related and other expenses) and regardless of whether persons other than Fund investors attend the meeting; expenses of dissolving, liquidating or terminating a Fund; any other fees and expenses approved by a Fund’s advisory committee; all premiums and other costs relating to any insurance maintained in connection with the conduct of the business of a Fund, including insurance premiums that benefit the Adviser and its affiliates; all filing and similar fees paid on behalf of a Fund, including reimbursements of any fees and expenses to advisers, service providers and other third parties; expenses incurred in connection with press releases and similar media in respect of a Fund’s investments; expenses incurred in connection with a purchase, sale, assignment, pledge or transfer of an investor’s interest in a Fund (but only to the extent not paid by the applicable transferee or investor, as the case may be); and 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. Although the Adviser currently does not have and does not intend to enter into any arrangements whereby expenses that would otherwise be payable by the Adviser are reduced through the use of “soft” or commission dollars, the Adviser is permitted to do so, as discussed in Item 12 below. The Adviser may, from time to time decide to bear all or a portion of some of the expenses set forth above as Fund expenses. The bearing of these costs may not occur universally for all Funds and may benefit some Funds over other Funds. The decision by the Adviser to bear a Fund expense at any point in time does not preclude a later decision to charge the Fund for such expenses and the Adviser does not need to notify the Fund of any such decision. In addition, certain Funds and/or portfolio investments have in the past and may from time to time in the future bear their allocable portion (as determined by the Adviser, in its good faith discretion) of the compensation (including, without limitation, salary, bonus, payroll taxes and benefits) and certain expenses that are directly attributable to certain Operations Support Providers (as defined in Item 11) that provide functional expertise services directly to the portfolio investments. The allocation of such compensation and expenses between the Adviser, the Funds and/or the portfolio investments require judgments as to methodology that the Adviser makes in good faith but in its sole discretion. These allocation methodologies may include one or more of: requiring personnel to periodically record and allocate their time with respect to the Funds and/or the portfolio investments; the Adviser approximating the portion of time a person has spent with respect to a particular Fund and/or portfolio investment; the assessment of an overall dollar amount (for instance, based on a fixed fee) that the Adviser believes represents a fair recoupment of expenses and a market rate for such services; and any other methodology determined by the Adviser to be appropriate under the circumstances. Any methodology chosen by the Adviser involves inherent conflicts of interest and could result in a greater expense to the Funds and portfolio investments

than would be the case if such services were provided by third parties. While the Adviser may (in its discretion) 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. As described in Item 4 above, from time to time, the General Partner of a Fund may create Alternative Investment Vehicles. In the event the General Partner creates an Alternative Investment Vehicle, consistent with the Organizational Documents of the Fund, the Alternative Investment Vehicle, and indirectly, the investors thereof, will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the Alternative Investment Vehicle. Other Advisory Client Expenses Certain Other Advisory Clients will bear the expenses as set forth in the applicable Other Advisory Client’s Organizational Documents, which typically include: (a) legal advisers, consultants, rating agencies, accountants, brokers and other professionals retained by the Other Advisory Client or the Adviser (on behalf of the Other Advisory Client), (b) asset pricing and asset rating services, compliance services and software, and accounting, programming and data entry services directly related to the management of the collateral, (c) all taxes (not based on the income of the Adviser), insurance premiums or expenses, (d) any and all costs and expenses incurred in connection with the acquisition or disposition of investments on behalf of the Other Advisory Client (whether or not actually consummated) and management thereof, including attorneys’ fees and disbursements, (e) any fees, expenses or other amounts payable to the rating agency, (f) expenses and fees relating to any issuance of additional debt, repayment or redemption, as applicable, by the Other Advisory Client, (g) any extraordinary costs and expenses incurred by the Adviser in the performance of its obligations under the applicable Other Advisory Client’s Organizational Documents and (h) as otherwise agreed upon by the Other Advisory Client and other parties. In addition, the Other Advisory Client will pay or reimburse the costs and expenses (including fees and disbursements of counsel and accountants) of the Adviser and the Other Advisory Client incurred in connection with or incidental to the entering into of the applicable Other Advisory Client’s Organizational Documents or any amendment or supplement thereof. Co-Investment Vehicle Expenses As described in Item 4 above, in certain cases, a Co-Investment Vehicle may be formed in connection with the consummation of one or more transactions alongside a Main Fund. In the event a Co-Investment Vehicle is created, the investors in such Co-Investment Vehicle will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the Co-Investment Vehicle. As expenses related to consummated investments are typically capitalized as part of the transaction and ultimately borne by the portfolio investment, the Co-Investment Vehicle (as well as any participating Main Fund) will bear its pro rata share of such expenses by virtue of its ownership interest in such portfolio investment. Additional expenses may be borne either directly by the Co-Investment Vehicles or indirectly via

the portfolio investment. Co-Investment Vehicles will bear expenses in accordance with their Organizational Documents. Unless the Adviser determines otherwise in its sole discretion or subject to negotiations with a particular co-investor, in general neither Co-Investment Vehicles nor co-investors will bear any costs, fees or expenses relating to a proposed but not consummated transaction (“Dead Deal Costs”), even if a Co-Investment Vehicle has been formed for the purpose of investing in the proposed transaction or if co-investors have otherwise committed to invest in the proposed transaction and regardless of the anticipated investment allocation between the relevant Funds and Co-Investment Vehicles. As a result, Dead Deal Costs are generally borne by the Fund or Funds selected by the Adviser as proposed investors for such proposed transaction which will result in the Fund bearing more than its pro rata share of Dead Deal Costs. 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 or, expert network, or other third-party expenses (including amounts payable to Operations Support Providers (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 investment (including commitment fees), any Break-Up Fees, reverse termination fees, topping, termination or other similar fees, costs of negotiating co-investment documentation (including non-disclosure agreements with counterparties), the costs from onboarding (i.e., KYC) investment entities with a financial institution, commitment fees that become payable in connection with a proposed investment, expenses incurred in connection with any tax audit, investigation, settlement or review of the Funds, 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. Any fees and expenses incurred in connection with the organization of a Co-Investment Vehicle (including fees and expenses related to negotiating the governing documents of such CoInvestment Vehicle as well as fees and expenses described above) that is expected to invest alongside the Funds in an investment are expected to be borne by the Funds to the extent such CoInvestment Vehicle does not ultimately make such investment, whether or not such investment is consummated by the Funds. From time to time, certain Funds will incur certain ongoing expenses that benefit a Co-Investment Vehicle or co-investor (for instance, insurance premiums). In such instances, these ongoing expenses will be borne solely by the applicable Fund or Funds and will not be borne by any benefiting Co-Investment Vehicle or co-investor.

Expense Allocation From time to time the Adviser 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, Other Advisory Clients and/or other parties (together with the Adviser, each, an “Allocable Party”). Certain expenses may be the obligation of one particular Allocable Party and may be borne by such Allocable Party, or expenses may be allocated among multiple Allocable Parties. In exercising its discretion to allocate investment opportunities and fees and expenses, the Adviser is faced with a variety of potential conflicts of interest. To the extent not allocated to a portfolio investment, 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 Organizational Documents. To the extent not addressed in the Organizational Documents of a Fund, the Adviser will make allocation determinations among Allocable Parties and entities in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation (which such methodologies may include pro rata based on the respective total capital commitments of such Funds, pro rata allocation based on the respective investment or anticipated investment of an Allocable Party, the relative benefit received by an Allocable Party, based on which Funds are in their investment period at the time a fee or expense has accrued, or such other method determined to be equitable by the Adviser in its sole discretion) and these methods will vary depending on the type of expense. The Adviser may make any corrective allocations and take any mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable to ensure allocations are equitable on an overall basis in its good faith judgment, but the Adviser may determine, in its sole discretion, that in certain circumstances it is not practicable to make such corrective allocations or take such mitigating steps. Such allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. 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 will determine an allocation of expenses to be equitable even where an Allocable Party is required to bear more than its proportional share of such fees or expenses relative to other Allocable 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 a Fund to bear more than its pro rata portion of certain fees, costs and expenses (including Dead Deal Costs). The Adviser’s discretion in making such determination creates a potential conflict of interest as the Adviser may have an incentive to allocate expenses to a particular Fund over another Fund or other co-investor. In addition, an Allocable Party will bear more or less of a particular expense based on the methodology used, 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 as Allocable Parties 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 Part(ies) will benefit at the expense of other Allocable Parties, including the Funds.

Furthermore, there may be occasions when one Allocable Party (the “Payor Allocable Party”) pays an expense common to multiple Allocable Parties (the “Allocated Parties”) (e.g., legal expenses for a transaction in which multiple funds and/or co-investors participate). On such occasions, each Allocated Party will reimburse the Payor Allocable Party for its share of such expense, generally without interest, promptly after the payment is made by the Payor Allocable Party. 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 Allocable Party. Subject to the Organizational Documents, the borrowing Fund may bear the entire cost of interest from the borrowing, even though the investment may ultimately be made by other Allocable Parties. Furthermore, while highly unlikely, it is possible that one of the Allocated Parties could default on its obligation to reimburse the Payor Allocable Party. It is expected that certain Funds will syndicate a portion of certain investments to other Funds, including coinvestment vehicles sponsored by the Adviser. An investment that is not syndicated to such other Funds as originally anticipated could significantly reduce a Fund’s overall investment returns. Therefore, it is possible that a Fund overcommits to an investment and will therefore bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. The appropriate allocation among Funds, Adviser Investors (as defined below) and Third Parties of Dead Deal Costs will be determined by the Adviser and its affiliates in their good faith discretion, consistent with the Organizational Documents of the Funds, as applicable. If multiple Funds evaluate a potential investment that is not consummated, the Adviser generally allocates fees and expenses generated in the course of evaluating such investment among such Funds based on the capital commitments to such Fund. Such expenses typically are not allocated to CoInvestment Vehicles. Certain Funds and/or portfolio investments also bear their allocable portion (as determined by the Adviser in its good faith discretion) of the compensation (including, without limitation, salary, bonus, payroll taxes, insurance and benefits (including vacation time and sick leave)), fees, loans, advances and other compensation (such as cash, retainers, bonuses, salaries, guaranteed payments and partnership draws), expenses and overhead (including, without limitation, rent, property taxes, administrative support, information technology and utilities allocable to the workspaces) attributable to certain employees, partners, members, or officers of the Adviser and its affiliates (collectively, “Covered In-House Expenses”), including, without limitation, operational support, due diligence, research, specialized operations and consulting and similar or related services to, or in connection with, a Fund or one or more portfolio investments or prospective portfolio investments (including with respect to transactions that are not consummated) (collectively, “Covered In-House Services”). It is expected that Covered In-House Services will expand over time. The allocation of Covered In-House Expenses between the Adviser, the Funds and/or the portfolio investments require judgments as to methodology that the Adviser makes in good faith but in its sole discretion. These allocation methodologies may include requiring personnel to periodically record and allocate their time with respect to the Funds and/or the portfolio investments, the Adviser approximating the portion of time a person has spent with respect to a particular Fund and/or portfolio investment, the assessment of an overall dollar amount (for instance, based on a fixed fee) that the Adviser believes represents a fair recoupment of expenses and a market rate for such services (which may, for the avoidance of doubt, be at the top of the range the Adviser determines to be reflective of rates in the applicable market and certain similar

markets), an allocable portion of the Adviser’s overhead and other fixed or variable costs and any other methodology determined by the Adviser to be appropriate under the circumstances. The Adviser may employ alternative cost methodologies to calculate expenses associated with Covered In-House Services and may modify those expenses as needed. The particular methodology used to allocate such amounts where Covered In-House Services are provided are expected to vary depending on the types of Covered In-House Services provided and could, in certain circumstances, change from one period to another. Any methodology chosen by the Adviser involves inherent conflicts of interest and could result in a greater expense to the Funds and portfolio investments than would be the case if such Covered In-House Services were provided by third parties. While the Adviser may (in its discretion) obtain benchmarking data regarding thirdparty 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 Covered In-House 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 investment, as applicable and will not reduce the Advisory Fee. No amounts paid in connection with Covered In-House Services will offset or reduce the Advisory Fee or otherwise be shared with investors. 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 reimbursed for certain expenses. Any fees and expenses associated with such investment opportunities will be allocated to the applicable Fund(s), consistent with the allocation process described above. Carried Interest Payments Please see Item 6 below regarding “Carried Interest” that Funds may 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.

paying Carried Interest or Funds paying Carried Interest at a higher rate, or allocate investment opportunities to such Funds. Generally, and except as may be otherwise set forth in the Organizational Documents of the Funds, this conflict is mitigated, at least in part, by (i) certain limitations on the ability of the Adviser to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously and/or (iii) contractual provisions and procedures setting forth investment allocation requirements. Please see Item 11 below for additional information relating to how conflicts of interests are generally addressed by the Adviser. In addition, as described above, certain Other Advisory Clients pay an incentive fee to the Adviser. The payment of this incentive fee by some, but not all Other Advisory Clients also results in the conflicts described above.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments may be established for investors in the Funds. The General Partner of each Fund may in its sole discretion permit investments below the minimum amounts set forth in the Organizational Documents of such Fund. As described in Item 4, the Adviser also provides non-discretionary investment sourcing services and discretionary advisory services to Other Advisory Clients in accordance with the terms of the applicable Other Advisory Client’s Organizational Documents. Investors in the Other Advisory Clients may include, among others, high net worth individuals, private investment funds, banks, thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations, university endowments, sovereign wealth funds, corporations, limited partnerships and limited liability companies or other entities. These institutional clients generally are “accredited investors” within the meaning of the Securities Act and may be “qualified purchasers” within the meaning of the 1940 Act.

The Adviser devotes careful attention to due diligence, transaction execution, and investment monitoring. With respect to certain Funds investing primarily in equity investments, the Adviser principally focuses on controlling private equity investments in management buyouts and recapitalizations and seeks to generate attractive rates of return for its investors by improving the operating performance of its portfolio investments by implementing operating and strategic changes to improve efficiency, increase revenue and cash flow and create incremental equity value, rather than relying only on financial engineering. With respect to private equity investments, the Kohlberg private equity team works closely with management to understand the company’s business and markets. They also perform business, legal and accounting due diligence, culminating with the preparation of a business plan. The management of each portfolio investment is responsible for seeking to achieve the performance targets set forth in this plan. The Adviser’s professionals provide ongoing support in the areas of corporate finance, acquisitions and long-term strategic planning. The Adviser begins this process during due diligence, whereby it seeks to identify and quantify opportunities for operational improvement, revenue enhancement and business repositioning. The Adviser’s diligence culminates in a strategic plan for the portfolio investment to be implemented under the Adviser’s ownership tenure. The Adviser implements its strategy through the following three phases: •

Enhancement of Management Capabilities;

•

Implementation of Operational Improvement Plan; and

•

Targeted Growth and Business Repositioning.

With respect to certain Funds investing primarily in senior secured, private credit investments, the Adviser also seeks to generate attractive risk-adjusted returns by investing primarily in senior secured, private credit investments to support sponsor-backed, high-quality, resilient middlemarket businesses with stable cash flow profiles and attractive loan-to-value ratios. Although the Adviser focuses on primary, originated transactions, it may also invest in the secondary markets. With respect to private credit investments, the Kohlberg credit team works in a highly collaborative manner with the Adviser’s Core Practice Area-specific private equity professionals when evaluating new financing opportunities. Upon screening a new financing opportunity, the Kohlberg credit team identifies if the Kohlberg private equity team is familiar with the business through multiple channels, including: (i) prior Kohlberg ownership, (ii) sector diligence completed during a previous investment process and (iii) white paper priority target, which includes potential investments to be used for proactive origination efforts based on extensive research conducted on the identified sub-sector. The Adviser plays an active role in the portfolio management process.

The Adviser closely monitors all portfolio investments to determine how the borrowers are performing relative to the business plan and financial projections provided by the private equity sponsor during the due diligence and underwriting process. The Adviser also ensures that portfolio investments are in compliance with covenants. Additionally, the Kohlberg credit team tracks the liquidity profile for each business and is in regular dialogue with the sponsors in order to address any questions and concerns about financial performance. With respect to certain Funds investing primarily in strategic equity investments, the Adviser seeks to invest in the middle of the capital structure of high-quality middle market businesses in market segments it knows well. The Adviser targets opportunities within its Core Practice Areas that it believes exhibit resilient growth characteristics, and where structured capital can support value creation and growth objectives as well as shareholder and company liquidity needs. With respect to strategic equity investments, the Kohlberg Strategic Equity team works collaboratively with Kohlberg’s private equity professionals throughout the investment screening and due diligence processes. Initial screening of new opportunities is an organic process in partnership with the private equity team, given that strategic equity is embedded within the industry verticals and is naturally evaluating opportunities for initial consideration through firmwide industry pipelines. Once an investment opportunity is identified for further due diligence, a deal team is staffed as an integrated structure including both Kohlberg Strategic Equity and private equity sector team members. Kohlberg Strategic Equity’s key area of differentiation is in its active, private equity-like ownership approach. Kohlberg Strategic Equity generally seeks to ensure that governance over each investment encompasses a core set of rights, established at the time of investment, that remain consistent across the portfolio despite the bespoke nature of each investment. These core rights can often include the following: board representation, contractual exit rights / maturity, anti-dilution protection, debt incurrence limitations, anti-layering, limitations on distributions, approval over affiliate transactions, and/or veto rights for key governance matters. As described in Item 4, the Adviser also provides non-discretionary investment sourcing services and discretionary advisory services to Other Advisory Clients in accordance with the terms of the applicable Other Advisory Client’s Organizational Documents. These Other Advisory Clients primarily make and hold credit and loan investments that may be securitized. In its investment management of the Other Advisory Clients that have credit investment strategies, the Adviser seeks investments structured primarily as originations, participations or assignments of secured and unsecured loans with privately held companies in the middle market. Risks Investing in securities involves a substantial degree of risk. A Fund may lose all or a substantial portion of its investments and investors in the Funds must be prepared to bear the risk of a complete loss of their investments. While the risks below are described by reference to the Funds, certain of these risks are also applicable to the Other Advisory Clients. 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 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. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments and the value of the investments held by the Funds. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Funds’ investments. The public securities markets can be volatile and the ability of companies to obtain financing for ongoing operations or expansions may be severely hampered by the tightening of the credit markets and any financial turmoil. The ability to realize investments depends not only on portfolio investments and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. Many private equity funds look to the public securities markets as a potential exit strategy and there can be no assurance that the Funds will be able to exit from their investments in portfolio investments by listing their shares on securities exchanges. The trading market, if any, for the securities of any portfolio investment may not be sufficiently liquid to enable to a Fund to sell these securities when the Adviser believes it is most advantageous to do so, or without adversely affecting the stock price. Continued or renewed volatility in the financial sector may have an adverse material effect on the ability of the Funds to buy, sell and partially dispose of their portfolio investments. The Funds may be adversely affected to the extent that they seek to dispose of any of their portfolio investments into an illiquid or volatile market, and a Fund may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. There can be no assurances that conditions in the financial markets will not worsen or adversely affect one or more of a Fund’s portfolio investments. A Fund’s portfolio investments may depend on the availability of capital financed from third parties and to the extent such capital is not available on reasonable terms or at all, those of a Fund’s portfolio investments that rely on such capital may be adversely impacted in a manner that they would not have been had they been able to access such capital. International Conflicts Wars and other international conflicts, such as the Israeli-Palestinian conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. However, the ultimate impact of these conflicts and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of a Fund or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These conflicts may have a significant adverse impact and result in significant losses to a Fund. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems

in ways that are adverse to the investment strategy which a Fund intends to pursue, all of which could adversely affect a Fund’s ability to fulfill its investment objectives. Regulatory Uncertainty It is expected that the current U.S. administration will seek to enact changes to numerous areas of law and regulations currently in effect. Any such changes could significantly impact the Adviser, the Funds or their investments. Specific legislative and regulatory proposals discussed during election campaigns and recent public statements that might have a material impact include, without limitation, changes to trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, income tax regulations and the federal tax code, public company reporting requirements, and antitrust enforcement. Changes in federal policy are subject to further uncertainty, as changes could be implemented at regulatory agencies over time through policy and personnel changes, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under the current presidential administration remain highly uncertain. It is possible that future changes will adversely affect the Adviser’s or a Fund’s operating environments and consequently their business, financial condition and results of operations. There can be no assurance that any changes in laws, regulations or governmental policy will not have an adverse impact on the Adviser, the Funds or their investments, including the ability of a Fund to execute its investment objectives and to receive returns. Social Media and Publicity Risk The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding the Adviser, a Fund or one or more portfolio investments could have a material and adverse effect on the value of the Fund. Trade Policy 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. Some foreign governments, including the Chinese government, 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’ portfolio investments and returns to investors. Lack of Liquidity of Investments

A Fund’s ability to liquidate certain of its portfolio investments may be limited, as such companies will generally be privately held and the Fund may own a relatively large percentage of the issuers’ equity securities. Sales may also be limited by market conditions, which may be unfavorable for sales of securities of particular issuers or issuers in particular industries. These limitations on the liquidity of a Fund’s investments could prevent a successful sale thereof, result in delay of any sale, or reduce the amount of proceeds that might otherwise be realized in any sale. In addition, a Fund generally will acquire securities in private companies that cannot be sold except pursuant to registration statement filed under the Securities Act or in a private placement or other transaction exempt from the registration under the Securities Act. Unless such a portfolio investment registers its shares under the Securities Act, a public sale of such shares will not be available to a Fund, which must then rely on other means to achieve liquidity. A Fund may also be precluded from selling its shares in a public portfolio investment for some time after its initial public offering. 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 in accordance with accounting principles generally accepted in the U.S. 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 may differ 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. Third-party pricing information may at times not be available for certain Fund’s assets. With respect to the Funds, the exercise of discretion in valuation by the Adviser gives rise to conflicts of interest, as the performance allocation in certain Funds is calculated based, in part, on these valuations and such valuations affect performance calculations. Risk of Limited Number of Investments The Funds typically only participate in a limited number of portfolio investments and, as a consequence, the aggregate return of a Fund may be substantially adversely affected by the unfavorable performance of even a single portfolio investment. The ability of a Fund’s General Partner to satisfactorily achieve diversification is uncertain and failure to do so could adversely affect the performance of a Fund. Furthermore, to the extent that the total capital raised by a Fund is less than the targeted amount, a Fund may invest in fewer portfolio investments than anticipated and thus be less diversified. Dependence on Key Personnel A Fund’s limited partners will have no right or power to participate in the management of the Fund. A Fund’s limited partners must rely on the Fund’s General Partner to make investment decisions consistent with such Fund’s investment objectives and policies, negotiate and structure the Fund’s investments, administer, monitor and add value to the portfolio investments and dispose of such investments. The success of a Fund will depend significantly on the principals of the

Adviser. There can be no assurance that the principals or other employees of the Adviser will continue to be employed by the Adviser throughout the life of a Fund. The loss of key personnel could have a material adverse effect on a Fund. Reliance on Portfolio Investment Management Although the Adviser intends for each Fund to invest in companies with strong and stable management, there can be no assurance that the existing management team of a portfolio investment, or any new team, will be able to operate such company successfully. A portfolio investment may depend on the management talents and efforts of one person or a small group of persons whose death, disability or resignation would significantly adversely affect the portfolio investment’s performance. Furthermore, although a Fund’s General Partner will monitor the performance of each portfolio investment, it will be primarily the responsibility of company management to operate the business on a day-to-day basis. Highly Competitive Market for Investments The business of identifying, negotiating, acquiring, monitoring, managing and selling investments is highly competitive, and involves a high degree of uncertainty. The availability of attractive investment opportunities generally will be subject to market conditions as well as the prevailing regulatory and political climates. Each Fund will encounter competition from other persons or entities with similar investment objectives. These competitors include other investment partnerships as well as corporations, business development companies, leveraged buyout entities, small business investment companies, large industrial and financial companies investing directly or through affiliates, foreign investors of various types and individuals. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, or more personnel than a Fund, a Fund’s General Partner, the Adviser or their affiliates. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of investment opportunities available to a Fund and adversely affecting the terms upon which investments can be made. To the extent that a Fund encounters competition for investments, returns to such Fund’s limited partners may decrease, including as a result of higher pricing, foregoing opportunities, or negotiating fewer transactional protections in order to remain competitive. In addition, a Fund’s limited partners will be required to pay Advisory Fees based on commitments throughout the investment period irrespective of whether such Fund is able to deploy all of its commitments. Additionally, a Fund may incur bid, due diligence, negotiating, consulting or other costs on investments that may not be successful. Such Fund may not recover all of such costs, which would adversely affect returns. There generally will be little or no publicly available information regarding the status and prospects of prospective portfolio investments. Many investment decisions by a Fund’s General Partner and the Adviser will be dependent upon the ability of their respective members and agents to obtain relevant information from non-public sources, and the General Partner and the Adviser often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. The

marketability and value of each investment will depend upon many factors beyond the General Partner’s and Adviser’s control. Investment Losses Due to Force Majeure Fund investments are subject to the risk of loss arising from exposure that may incur, directly or indirectly, due to the occurrence of various force majeure events (i.e., events beyond the control of the Adviser, including, but not limited to, natural disasters, pandemic or any other serious public health concern, war, terrorism, failure of technology, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party (including a Fund, the Adviser, a portfolio investment or a counterparty to a Fund) to perform its obligations until the force majeure event is remedied. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which a client may invest specifically. The risk of loss from such exposure could adversely affect the return of a Fund. Legislative and Regulatory Actions in the United States Related to Collateral Loan Obligations In response to the downturn in the credit markets and the global economic crisis, various U.S. governmental authorities have taken actions to address the financial crisis. These actions include, but are not limited to, the enactment of the Dodd-Frank Act, which was signed into law on July 21, 2010, and which imposes a new regulatory framework over the U.S. financial services industry and the consumer credit markets in general. The Dodd-Frank Act, in turn, mandates the issuance of a number of new regulations by the U.S. regulatory agencies. Many of these regulations have been adopted, but some remain in proposed form or have yet to be proposed. These changes could, individually or collectively, significantly alter the manner in which asset-backed securities, including securities or other obligations similar to the debt and the subordinated notes issued by any Other Advisory Clients (and assuming the debt and the subordinated notes are securities), are issued and structured, increase the reporting obligations of the issuers of such securities and increase obligations of the sponsors or securitizers of such securities. Given the broad scope and sweeping nature of these changes and the fact that, in some instances, final implementing rules and regulations have not yet been adopted, or have been adopted with little agency guidance in connection therewith, the potential impact of these actions on a borrower, any of the debt and the subordinated notes, any holders of debt and/or and the subordinated notes and/or the Adviser is not fully known, and no assurance can be made that the impact of such changes would not have a material adverse effect on the prospects of a borrower or the value or marketability of the debt and/or subordinated notes. In particular, to the extent any future changes or guidance have retroactive application and affect pre-existing transactions, the costs of compliance with such rules and regulations could have a material adverse effect on a borrower, the holders of debt and/or subordinated notes and/or the Adviser. If a borrower is unable to comply with such rules and regulations (because of excessive cost, unavailability of information or otherwise), the debt and/or the subordinated notes could need to be redeemed and/or an event of default could result. An early redemption or a liquidation of the collateral loans as a result of an event of default could have a material adverse effect on the debt and/or the subordinated notes. In addition, the failure to comply with such rules and regulations may result in the removal and replacement of the Adviser and/or have a material and adverse effect on the market value and/or liquidity of the debt and/or the subordinated notes.

The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as a borrower and a retention provider, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in a borrower as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in the debt and/or the subordinated notes for financial reporting purposes. On October 21, 2014, the U.S. Risk Retention Rules were issued and became effective on December 24, 2016 with respect to asset-backed securities collateralized by assets other than residential mortgages. The statements contained in this risk factor regarding how compliance with the U.S. Risk Retention Rules will be achieved are solely based on publicly available information (including the DC Circuit Decision). Except with respect to asset-backed securities transactions that satisfy certain exemptions, the U.S. Risk Retention Rules generally require one of the “sponsors” of asset-backed securities or a “majority-owned affiliate” thereof to retain not less than 5% of the credit risk of the assets collateralizing asset-backed securities. The preamble to the rule text in the U.S. Risk Retention Rules indicates that a party that organizes and initiates a securitization would be the “sponsor.” The U.S. Risk Retention Rules provide that if there is more than one “sponsor” of a securitization transaction, each “sponsor” is required to ensure that at least one “sponsor” (or its “majority-owned affiliates”) retains the requisite U.S. Retention Interest. There are a number of unresolved questions, little regulatory guidance, and, other than the DC Circuit Decision, no established line of authority, precedent or market practice with respect to what is required to comply with the U.S. Risk Retention Rules in certain circumstances, and therefore there can be no assurance that the credit risk retention and disclosures contemplated herein will enable the Adviser or retention provider to comply with the U.S. Risk Retention Rules. The failure to satisfy the requirements of the U.S. Risk Retention Rules may have a material and adverse effect on the market value and/or liquidity of the debt and/or the subordinated notes. On February 9, 2018, the United States Court of Appeals for the District of Columbia (the “DC Circuit Court”) ruled in favor of an appeal brought by the Loan Syndications and Trading Association (“LSTA”) and reversed a lower court decision in favor of the SEC and the Board of Governors of the Federal Reserve System (the “Applicable Governmental Agencies”) with instructions to grant summary judgment in favor of the LSTA on the issue of whether the U.S. Risk Retention Rules apply to collateral managers of “open market” collateralized loan obligations (“CLOs”) under Section 941 of the Dodd-Frank Act (the “DC Circuit Court Decision”). The United States District Court for the District of Columbia subsequently issued a court order that the U.S. Risk Retention Rules are vacated insofar as they apply to collateral managers of open-market collateralized loan obligations (the “District Court Order”), and the Applicable Governmental Agencies failed to appeal the DC Circuit Court Decision. As of the date hereof, CLO managers of “open-market CLOs” (described in the ruling as CLOs where assets are acquired from “armslength negotiations and trading on an open market”) are no longer be required to comply with the U.S. Risk Retention Rules. In addition, there are a number of future uncertainties surrounding the U.S. Risk Retention Rules for collateral managers, including: (i) proposed legislation designed to modify the U.S. Risk Retention Rules for collateral managers of certain defined “QCLOs” (qualified CLOs), (ii) future directives and interpretations by Governmental Authorities with respect to the U.S. Risk Retention

Rules and (iii) whether the U.S. Risk Retention Rules will be modified or repealed. If such publicly available information is altered as a result of the foregoing (or anything else), there can be no assurance that the credit risk retention and disclosures contemplated herein would be viewed by any governmental authority as sufficient to meet the requirements under the U.S. Risk Retention Rules. The U.S. Risk Retention Rules may apply to any additional debt issued after the closing date. In addition, the SEC has indicated in contexts separate from the U.S. Risk Retention Rules that an “offer” or a “sale” of securities may arise when amendments to securities are so material as to require holders to make an “investment decision” with respect to such amendment. Thus, if the SEC were to take a similar position with respect to the U.S. Risk Retention Rules, they could apply to material amendments to a credit agreement and the debt and the subordinated notes, to the extent such amendments in effect require investors to make an investment decision. As a result, the U.S. Risk Retention Rules may adversely affect a borrower (and the performance, market value and/or liquidity of the debt and/or the subordinated notes) if the borrower is unable to undertake any such additional issuance of debt or other material amendment. In granting or withholding its consent to any such action to the extent required under a credit agreement with respect thereto, it should be expected that the Adviser and/or a retention provider will act in its own self-interest (and will not take into account the interests of any other person, including a borrower and/or any holders of debt and/or the subordinated notes) and not consent to any of the foregoing actions if to do so might cause the Adviser and/ or a retention provider to be concerned about its ability to comply with the U.S. Risk Retention Rules. No assurance can be made that any U.S. governmental authority will not continue to take further legislative or regulatory action in response to the economic crisis or otherwise, and the effect of such actions, if any, cannot be known or predicted. Foreign Investment Risk The Adviser focuses on investments in companies headquartered in North America. To the extent the Adviser makes investments outside of the U.S., the Funds will be exposed to foreign currency exchange rate risk and foreign currency convertibility risk. Market rates of exchange are influenced by many factors that neither the Adviser nor the Funds can control, including, among others, government intervention. Investments in Equity Securities Certain of the Funds will seek to invest in equity securities. Equity securities generally involve a high degree of risk and will be subordinate to the debt securities and other indebtedness of the issuers of such equity securities. Prices of equity securities generally fluctuate more than prices of debt securities and are more likely to be affected by poor economic or market conditions. In some cases, the issuers of such equity securities may be highly leveraged or subject to other risks such as limited product lines, contracts, markets or financial resources. In addition, actual and perceived accounting irregularities may cause dramatic price declines in the equity securities of companies reporting such irregularities. The Funds may experience a substantial or complete loss on individual equity securities.

Stressed and Distressed Investments Investments in stressed and distressed companies may trade significantly below par, are considered speculative, and entail substantial inherent risks (which are generally significantly higher than the risks involved in investing in other companies). In particular, defaulted obligations might be repaid, if at all, only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments, the amount of any recovery may be affected by the relative security of a Fund’s investment in the issuer’s capital structure, and the recovery could be in the form of instruments or interests different from the instrument or interest providing the basis for the claim and on terms that may differ from prevailing market terms for similar instruments or interests. Recycling; Reinvestment Investment proceeds received by the Funds during their respective investment periods may, depending on the terms of the relevant Fund, be retained in whole or in part by the Funds, or restored to investors’ unused capital commitments and subsequently recalled, for future investments. In addition, the amount of capital contributions from investors used to pay Fund expenses subsequently distributed to investors will, with respect to certain Funds, be restored to the investors’ unused capital commitments and become available to be recalled for future use. In addition, with respect to certain Funds, certain contributions will not reduce unused capital commitments. Accordingly, an investor in a Fund can be required to make capital contributions in excess of its capital commitment and, to the extent such recalled or retained amounts are reinvested in investments, such investor will remain subject to investment risks and other risks associated with such investments. Warehoused Investments The Adviser, certain Funds and/or one or more third parties may warehouse one or more Fund investments (“Warehoused Investments”). The Adviser will determine when to transfer such Warehoused Investments to a Fund. Because the value of Warehoused Investments may decline prior to their transfer to a Fund, there can be no assurance that their value will not be less than their cost to the Fund at the time of the transfer. Although the value of any Warehoused Investments may decline between the time of acquisition and the date such Warehoused Investment is transferred to a Fund, in some cases significantly, the Fund may remain obligated to acquire such Warehoused Investments for the pre-agreed amount. Credit Risk; Collateral One of the fundamental risks associated with certain Funds’ investments is credit risk, which is the risk that a borrower will be unable or unwilling to make principal and interest payments on its outstanding debt obligations, including the Funds’ investments, when due. A Fund’s returns would be adversely impacted if a borrower to which the Fund lends fails to make such payments when due. Although some of a Fund’s investments will be secured by specific collateral and which, if securing first priority liens, generally cannot be pledged, lent, re-hypothecated or otherwise reused by the borrower, the value of which may initially exceed the principal amount of such

investments, there can be no assurance that the liquidation of any such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal payments with respect to such investments, or that such collateral could be readily liquidated. In addition, in the event of bankruptcy of a borrower, a Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing an investment. Under certain circumstances, collateral securing an investment may be released without the consent of a Fund. Moreover, a Fund’s security interest (with respect to investments in secured debt) may be unperfected for a variety of reasons, including the failure to make required filings by lenders and, as a result, such Fund may not have priority over other creditors as anticipated. First priority lien investments made by a Fund may, in certain cases, provide a first priority lien over some, but not all, of the assets of the relevant borrower. A Fund may also invest in second-lien debt, high-yield securities, marketable and non-marketable, common and preferred equity securities and other unsecured instruments, each of which involves a higher degree of risk than senior first-lien secured debt, including the re-use and subsequent loss of collateral by the borrower. Furthermore, a Fund’s right to payment and its security interest, if any, may be subordinated to the payment rights and security interests of senior lenders (with respect to some or all of the assets of an issuer in which the Fund invests). Certain of these investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In such cases, the ability of the issuer to repay the principal in respect of an obligation held by a Fund may be dependent upon a liquidity event or the longterm success of the company, the occurrence of which is uncertain. In addition, issuers in which a Fund invests could present a high degree of business and credit risk. Issuers in which a Fund invests could deteriorate as a result of, among other factors, an adverse development in their businesses, a change in the competitive environment or the occurrence, continuation or worsening of any economic and financial market downturns and dislocations. As a result, issuers that the Adviser expected to be stable or improve may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or maintain their competitive position or may otherwise have a weak financial condition or be experiencing financial distress. See “Bankruptcy and Other Proceedings” below. The terms of any derivative hedging arrangements entered into by a Fund may provide that related collateral given to, or received by, the Fund may be pledged, lent, re-hypothecated or otherwise re-used by the collateral taker for its own purposes. If collateral received by a Fund is reinvested or otherwise re-used, the Fund is exposed to the risk of loss on that investment. Should such a loss occur, the value of the collateral will be reduced and a Fund will have less protection if the counterparty defaults. Similarly, if the counterparty reinvests or otherwise re-uses collateral received from a Fund and suffers a loss as a result, it may not be in a position to return that collateral to the Fund should the relevant transaction complete, be unwound or otherwise terminate and the Fund is exposed to the risk of loss of the amount of collateral provided to the counterparty. Highly Leveraged Companies There are generally no limitations under the Organizational Documents on the degree of leverage that the issuers in which a Fund invests may incur, and many of a Fund’s investments are expected

to be in issuers whose capital structures may have significant leverage (including to the extent a Fund holds second-lien debt interests, certain leverage senior to the Fund’s investments). Such investments are inherently more sensitive to declines in revenues, competitive pressures and increases in expenses and interest rates. The leveraged capital structure of such issuers will increase their exposure to adverse economic factors, such as downturns in the economy or deterioration in the condition of the issuers or their industries, and, to the extent a Fund holds second-lien debt or other types of subordinated debt interests therein, such issuers may be subject to restrictive financial and operating covenants in more senior debt instruments and contracts that adversely impact the Fund’s investments. Substantial indebtedness of a highly leveraged issuer may add additional risk with respect to such issuer, and could (i) limit its ability to borrow money for its working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes; (ii) require it to dedicate a substantial portion of its cash flow from operations to the repayment of its indebtedness, thereby reducing funds available to it for other purposes; (iii) make it more highly leveraged than some of its competitors, which may place it at a competitive disadvantage; and/or (iv) subject it to restrictive financial and operating covenants, which may preclude it from favorable business activities or the financing of future operations or other capital needs. If an issuer in which a Fund invests cannot generate adequate cash flow to meet its debt obligations, the issuer may default on its loan agreements or be forced into bankruptcy resulting in a restructuring of the issuer’s capital structure or liquidation of the issuer. Alternatively, the issuer may take other measures to satisfy its obligations under its indebtedness, including, without limitation, reducing or delaying capital expenditures, selling assets, seeking additional capital, or restructuring or refinancing indebtedness. Any of these actions could significantly reduce the value of a Fund’s investments. Furthermore, to the extent issuers in which a Fund invested have become insolvent, the Fund may determine, in cooperation with other debtholders or on its own, to engage, at the Fund’s expense, in whole or in part, counsel and other advisors in connection therewith. To the extent a Fund incurs such expenses and they are not reimbursed by the issuer, they will reduce the Fund’s returns. Bankruptcy and Other Proceedings Investments in companies or other entities involved in bankruptcy proceedings involve a number of significant risks. Many of the events within a bankruptcy litigation are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to appear and be heard, there can be no assurance that a bankruptcy court will not approve actions that may be contrary to the interests of creditors, including a Fund. Generally, the duration of a bankruptcy litigation can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, plan approval by creditors and confirmation by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and/or a Fund; it is subject to unpredictable and lengthy delays; and, during the process, the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value. Such investments can result in a total loss of principal.

U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that a Fund’s influence with respect to a class of claims can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be quite high. Furthermore, there are instances where creditors and equity holders lose their ranking and priority as such when they take over management and functional operating control of a debtor. In those cases where a Fund, by virtue of such action, is found to exercise “domination and control” of a debtor, such Fund may lose its priority if the debtor can demonstrate that its business was adversely impacted or other creditors and equity holders were harmed by such Fund. In addition, it is possible a court may invalidate, in whole or in part, the indebtedness held by a Fund as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the obligor or recover amounts previously paid by the obligor in satisfaction of such indebtedness. Service on Creditor Committees The Adviser or its affiliates, on behalf of a Fund, may elect to serve on creditors’ committees, official or unofficial, equity holders’ committees or other groups to ensure preservation or enhancement of a Fund’s position as a creditor or equity holder. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee represents. If the Adviser or its affiliates conclude that its obligations owed to the other parties as a committee or group member conflict with its duties owed to a Fund, it may resign from that committee or group, and a Fund may not realize the benefits, if any, of participation on the committee or group. In addition, if a Fund is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of its investments in such issuer while it continues to be represented on such committee or group. Liquidity of Markets At times, certain sectors of the credit markets have experienced significant declines in liquidity. While such events may sometimes be attributable to changes in interest rates or other factors, the cause is not always apparent. During such periods of market illiquidity, a Fund may not be able to sell assets in its portfolio or may only be able to do so at unfavorable prices. Such “liquidity risk” could adversely impact the value of a Fund’s portfolio and may be difficult or impossible to hedge against. “Widening” Risk For reasons not necessarily attributable to any of the risks enumerated above (for example, supply/demand imbalances or other market forces), the prices of the securities or other obligations in which certain Funds invest may decline substantially. In particular, purchasing assets at what may appear to be “undervalued” levels is no guarantee that these assets will not be trading at even more “undervalued” levels at a time of valuation or at the time of sale. It may not be possible to predict, or to hedge against, such “spread widening” risk.

Leveraged Loans A Fund may invest in leveraged loans. Leveraged loans purchased by a Fund will generally be rated below investment grade or may also be unrated. As a result, the risks associated with leveraged loans are similar to the risks of other below investment grade fixed-income instruments. Investments in leveraged loans rated below investment grade are considered speculative because of the credit risk of their issuers. Such companies are more likely than investment grade issuers to default on their payments of interest and principal owed to their creditors, including a Fund, and such defaults could have a materially adverse effect on a Fund’s performance. An economic downturn would generally lead to a higher non-payment rate, and a leveraged loan may lose significant market value before a default occurs. Moreover, there is a risk that the collateral securing any loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the issuer to raise additional capital, and, in some circumstances, a Fund’s liens could be subordinated to claims of other creditors. Consequently, the fact that a loan is secured does not guarantee that a Fund will receive principal and interest payments according to the loan’s terms, or at all, or that a Fund will be able to collect on the loan should it be forced to enforce its remedies. In addition, a Fund may hold loans with borrowers that may have little or no operating history. Business risks are more significant in smaller borrowers or those that are embarking on a build-up or operating turnaround strategy. In general, the secondary trading market for leveraged loans may not be as liquid or efficient as certain other debt instruments. No active trading market may exist for certain leveraged loans, which may make it difficult to value or trade them. Illiquidity and adverse market conditions may mean that a Fund may not be able to sell leveraged loans quickly or equal to the full value of any such loan. To the extent that a secondary market does exist for certain leveraged loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. Other risks associated with a leveraged loan include the possible invalidation of the underlying loan as a fraudulent conveyance under relevant creditor’s rights laws and depreciation in the value of the collateral securing the obligations of such loan. A Fund may suffer losses arising from these and other risks. There may be less readily available and reliable information about most leveraged loans than is the case for many other types of securities, including securities issued in transactions registered under the Securities Act or registered under the Commodity Exchange Act, as amended. As a result, the Adviser will rely primarily on its own evaluation of a borrower’s credit quality rather than on any available independent sources. Therefore, a Fund will be particularly dependent on the analytical abilities of the Adviser with respect to a Fund’s investments in leveraged loans. Assignments A Fund may also purchase assignments, which are arrangements whereby a creditor assigns an interest in a loan to a Fund. The purchaser of an assignment typically succeeds to all the rights and obligations of the assignor of the loan and becomes a lender under the loan agreement and other operative agreements relating to the investment. Assignments are, however, arranged through

private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assignor of the loan. In contrast to the rights of a Fund as an owner of a participation, a Fund, as an assignee, will generally have the right to receive directly from the obligor all payments of principal, interest and any fees to which it is entitled. In some assignments, the obligor may have the right to continue to make payments to the assignor with respect to the assigned portion of the loan. In such a case, the assignor would be obligated to receive such payments as agent for a Fund and to promptly pay over to the Fund such amounts as are received. As a purchaser of an assignment, a Fund typically will have the same voting rights as other lenders under the applicable loan agreement and will have the right to vote to waive enforcement of breaches of covenants. A Fund will also have the same rights as other lenders to enforce compliance by the obligor with the terms of the loan agreement, to set-off claims against the obligor and to have recourse to collateral supporting the investment. As a result, a Fund may not bear the credit risk of the assignor and the insolvency of an assignor of a loan should have little effect on the ability of the Fund to continue to receive payments of principal, interest or fees from the obligor. A Fund will, however, assume the credit risk of the obligor. Participation Interests A Fund may purchase participation interests in debt instruments which do not entitle the holder thereof to direct rights against the obligor. Participations held by a Fund in a seller’s portion of a debt instrument typically result in a contractual relationship only with such seller, not with the obligor. In such case, a Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the seller and only upon receipt by such seller of such payments from the obligor. In connection with purchasing participations, a Fund generally will have no right to enforce compliance by the obligor with the terms of the related loan agreement, nor any rights of set-off against the obligor and the Fund may not directly benefit from the collateral supporting the debt instrument in which it has purchased the participation. As a result, a Fund will assume the credit risk of both the obligor and the seller selling the participation. In the event of the insolvency of such seller, a Fund may be treated as a general creditor of such seller, and may not benefit from any set-off between such seller and the obligor. Well-publicized weaknesses in certain financial institutions that came to light following the global financial crisis of 2008-2009 could be indicative of increased counterparty risk with respect to, among other things, participation interests. Additionally, the transparency of financial statements used by such financial institutions, in particular, with respect to the value of complex financial assets, has been called into question. If a Fund holds a participation in a debt instrument, it may not have the right to vote to waive enforcement of any restrictive covenant breached by an obligor or, if a Fund does not vote as requested by the seller, it may be subject to repurchase of the participation at par. Sellers voting in connection with a potential waiver of a restrictive covenant may have interests different from those of a Fund, and such selling institutions may not consider the interests of a Fund in connection with their votes. In addition, participations may expose a Fund to risks relating to financing cost, margin requirements and increased losses associated with the use of leverage in connection with unfunded or partially funded participations.

Investments in High Yield and Lower Credit Quality Securities and Obligations There are generally no restrictions in the Organizational Documents on the credit quality of a Fund’s investments and certain Funds invest primarily in securities and obligations that are below investment grade and/or unrated. Securities in which a Fund may invest may be deemed by rating companies to have substantial vulnerability to default in payment of interest and/or principal. Other securities may be unrated. Such securities and obligations are generally not exchange traded and, as a result, these instruments trade in a smaller secondary market than exchange-traded bonds. In addition, certain Funds are permitted to invest in securities and obligations of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. Issuers of securities and obligations that are below investment grade and/or unrated face ongoing uncertainties and exposure to adverse business, financial or economic conditions that could lead to their inability to meet timely interest and principal payments. As a result, such securities and obligations generally offer a higher return potential than higher-rated securities and obligations but involve greater volatility of price and greater risk of loss of income and principal. In addition, the market values of certain of these lower-rated and/or unrated securities and obligations (such as subordinated securities and obligations) also tend to be more sensitive to changes in economic conditions than higher-rated securities (for example, a severe economic recession could have a material adverse impact on the value of such securities and obligations). Declining collateral values, in particular, will increase the risk of loss upon default, and may lead to a downgrading of such lower-rated securities and obligations by rating agencies. Lower-rated and unrated securities and obligations in which a Fund may invest have large uncertainties or major risk exposures to adverse conditions and are considered to be predominantly speculative. The value of lower-rated and/or unrated securities and obligations may also be affected by changes in the market’s perception of the entity issuing or guaranteeing them, or by changes in government regulations and tax policies. Furthermore, companies that issue lower-rated and/or unrated securities and obligations are often highly leveraged and may not have available to them more traditional methods of financing. It is possible that a major economic recession could severely disrupt the market for lower-rated and/or unrated securities and obligations and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities and obligations to repay principal and pay interest thereon and increase the incidence of default of such securities and obligations. Options and Warrants Certain Funds may receive or purchase options and warrants. The successful use of options and warrants depends principally on the price movements of the underlying securities. When a Fund holds an option or warrant, it runs the risk that it will lose its entire investment in such option or warrant in a relatively short period of time, unless the Fund exercises such option or warrant or enters into a closing transaction with respect to such option or warrant during the life of such option or warrant. If the price of the underlying security does not rise or fall to an extent sufficient to cover the option or warrant premium and transaction costs, a Fund will lose part or all of its investment in such option or warrant. There is no assurance that a Fund will be able to effect closing transactions at any particular time or at any acceptable price, and in the event of the

bankruptcy of a broker through which the Fund engages in transactions in options or warrants, the Fund could experience delays and/or losses in liquidating open positions purchased or sold through such broker. In addition, depending on fluctuations of the equity markets and other factors, warrants and other equity securities may become worthless. Certain Funds in certain circumstances may be required to exercise warrants in order to hold the underlying securities. A Fund would seek to negotiate “cashless” exercise for all warrants that it receives, whereby no investment will be required to convert; however, on occasion it may not be possible to negotiate such “cashless” exercise, and a Fund may be required to invest cash to convert warrants and hold underlying securities, which may subsequently lose some or all of their value. Private and Middle-Market Companies Certain Funds are expected to make investments in the securities and/or other obligations of private and middle-market companies. Investing in private and middle-market companies involves risks that may not exist in the case of large, more established and/or publicly traded companies, including: •

These companies may have limited financial resources and limited access to additional financing, which may increase the risk of their defaulting on their obligations, leaving creditors, such as a Fund, dependent on any guarantees or collateral that they may have obtained;

•

These companies frequently have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which render such companies more vulnerable to competition and market conditions, as well as general economic downturns;

•

There will not be as much information publicly available about these companies as would be available for public companies and such information may not be of the same quality;

•

These companies are more likely to depend on the management talents and efforts of a small group of persons; as a result, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on these companies’ ability to meet their obligations;

•

These companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance their expansion or maintain their competitive position; and

•

These companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.

In addition, the negotiation process for a private loan may stall or be abandoned for reasons other than the Adviser’s lack of interest in the investment itself. If this happens after a Fund has

committed, the Fund may receive smaller allocations or no allocation, may receive allocations on different terms than expected and/or may not be reimbursed for expenses incurred in connection with such unconsummated transactions. Private loans are typically illiquid, may require issuer or borrower consent to trade and may involve the Adviser (on behalf of itself and a Fund) obtaining material non-public information that restricts further trading in the issuers to which such material non-public information relates (even if the initial transaction is not consummated). Although the Adviser may arrange limited-purpose, issuer-specific information barriers in the context of private loan investments to mitigate this risk, it does not always do so. Nature of Junior Capital Securities Although junior debt securities are typically senior to common stock or other equity securities, the preferred equity and debt securities in which a Fund may invest will generally be unsecured and frequently will be subordinated to substantial amounts of senior debt, all or a significant portion of which may be secured. In addition, these securities may not be protected by all of the financial covenants, such as limitations upon additional indebtedness, typically protecting senior debt. Holders of junior securities generally are not entitled to receive any payments in bankruptcy or liquidation until senior creditors are paid in full. Holders of preferred equity are not entitled to payments in bankruptcy until all creditors are paid in full. In addition, the remedies available to holders of junior debt are normally limited by restrictions benefiting senior creditors. If any portfolio investment cannot generate adequate cash flow to meet senior debt service, a Fund may suffer a partial or total loss of capital invested. Despite the Adviser’s emphasis on a disciplined approach to junior debt investing with an emphasis on capital preservation, there can be no assurances that portfolio investments will not experience financial difficulties that may result in large losses. Nature of Investment in Senior Debt Certain Funds’ investments include first-lien and potentially second-lien senior secured debt. Such debt may (i) include term loans and revolving loans, (ii) pay interest at a fixed or floating rate and (iii) be acquired by way of purchase or assignment in the primary and secondary markets. The factors affecting an issuer’s first-lien and second-lien loans, and its overall capital structure, are complex. Some first-lien loans may not necessarily have priority over all other unsecured debt of an issuer. For example, some first-lien loans may permit other secured obligations (such as overdrafts, swaps or other derivatives made available by members of the syndicate to the company) or involve first liens only on specified assets of an issuer. Issuers of first-lien loans may have two tranches of first-lien debt outstanding, each with first liens on separate collateral or may be permitted to incur other debt that ranks equally with, or senior to, the first-lien loans. Consequently, the fact that debt is secured does not guarantee that a Fund will receive principal and interest payments according to the debt’s terms, or at all, or that a Fund will be able to collect on the debt should it be forced to enforce any available remedies. Second-lien loans are subordinate in right of payment to one or more senior secured loans of the related issuer and therefore are subject to additional risk that the cash flow of the related issuer and the collateral securing the loan may be insufficient to repay the scheduled payments to a Fund after giving effect to any senior secured obligations of the related issuer. Second-lien senior loans are

also expected to be more illiquid than first-lien senior secured loans for this reason. Moreover, there is less likelihood that a Fund will be able to sell participations in second-lien loans that it originates or acquires, which would expose the Fund to higher risk with respect to the issuer. Senior secured credit facilities may be syndicated to a number of different financial market participants. The documentation governing these facilities typically requires either a majority consent or, in certain cases, unanimous approval for certain actions with respect to the outstanding loans, such as waivers, amendments or the exercise of remedies. In addition, voting to accept or reject the terms of a credit restructuring pursuant to a Chapter 11 plan of reorganization is usually done on a class basis. As a result of these voting regimes, a Fund may not have the ability to control any decision as it relates to an amendment, waiver, exercise of remedies, restructuring or reorganization of an investment. Further, senior secured loans are subject to other risks and can cause unsecured creditors to seek remedies to limit a Fund’s potential recovery from such investments, including (i) the possible invalidation of a debt or lien as a “fraudulent conveyance”; (ii) the recovery as a “preference” of liens perfected or payments made on account of a debt in the 90 days before a bankruptcy filing; (iii) equitable subordination claims by other creditors; (iv) “lender liability” claims by the issuer of the obligations; (v) environmental liabilities that may arise with respect to collateral securing the obligations; (vi) recharacterization claims in which certain creditors may seek to have a Fund’s debt investments recharacterized as equity and therefore subordinate the Fund’s claims to such creditors’ claims; and (vii) designating the vote (i.e., ignoring the customary class vote system) under a Chapter 11 Plan in which lenders are entitled to vote as a class. Non-Performing Nature of Loans There are varying sources of statistical default and recovery rate data for loans and other debt securities and numerous methods for measuring default and recovery rates. The historical performance of the credit market or the leveraged loan market is not necessarily indicative of future results. Certain loans purchased by a Fund may be non-performing or in default or become non-performing and/or default after they are purchased by the Fund. Furthermore, the obligor and/or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments a Fund will receive with respect to such non-performing or defaulted loans. Subordinated Loans or Securities Certain Funds’ investments consist of loans or securities, or interests in pools of securities, in either case, that are subordinated in right of payment and ranked junior to other securities issued by, or loans made to obligors. If an obligor experiences financial difficulty, holders of its more senior securities will be entitled to payments in priority to a Fund. Some of a Fund’s asset-backed investments may also have structural features that divert payments of interest and/or principal to more senior classes or tranches of loans or securities backed by the same assets when loss rates or delinquency exceeds certain levels. This may interrupt the income a Fund receives from its investments, which may negatively affect a Fund’s performance.

“Covenant-Lite” Loans There has been an increase in the percentage of leveraged loans issued as “covenant-lite.” In addition, the Adviser believes that the covenants that do exist have generally become less restrictive, thereby offering more limited protection to lenders. As a result of the foregoing, a Fund’s investments in such “covenant-lite” loans may pose a higher risk as the borrowers of such loans are subject to fewer covenants with respect to, among other things, other debt that such borrowers may incur. The lack of such covenants may increase the likelihood that such borrowers could default on their payments to a Fund, thereby resulting in losses to the Fund. Nature of Investment in Unitranche Debt Certain Funds may invest in unitranche debt, which is an instrument that combines senior secured debt and subordinated debt into a single debt instrument. Unitranche loans are subject to similar risks associated with loans in general. In addition, because unitranche loans are a newer form of debt instrument and they have not been fully evaluated through a credit cycle, they may subject a Fund to risks that cannot be fully identified at this time. Further, the complex terms of unitranche debt have not yet been widely tested in bankruptcy and workout situations. Additionally, although considered senior secured, many unitranche loans are subordinated to a “super senior” revolving credit facility provided by a bank or financial institution, and investments in “last out” pieces of unitranche loans are more similar to second-lien loans in that such investments will be junior in priority to the “first out” piece of the same unitranche loan with respect to payment of principal, interest and other amounts. As a result of these and other factors, default and loss expectations are more difficult to estimate with respect to unitranche debt as compared to other forms of debt instruments such as senior loans and subordinated debt instruments. In particular, in a bankruptcy proceeding involving a unitranche loan, there is a risk that the entire unitranche loan will be viewed as a single secured claim. If the collateral is insufficient to secure the entire unitranche loan, it may be deemed as an unsecured claim in its entirety. The untested nature of unitranche loan arrangements also exposes a Fund to a heightened risk of litigation among the lender group in the event of bankruptcy. Bridge Loans Certain Funds may invest in bridge loans. It is a common practice for financial institutions to commit to providing bridge loans to facilitate acquisitions, including leveraged buyouts. Bridge loans are frequently made because, for timing or market reasons, longer-term financing is not available at the time the funds are needed, which is often at the time of the closing of an acquisition. In the past, these commitments were not frequently drawn upon due to the availability of other sources of financing; however, due to market conditions affecting the availability of these other sources of financing (principally high-yield bond transactions), bridge loan commitments have been and may be drawn upon more regularly. Since these commitments were not regularly drawn upon in the past, there is little history for investors to rely upon in evaluating investments in bridge loans. Bridge loans often have shorter maturities. Borrowers and lenders typically agree to shorter maturities based on the anticipation that the bridge loans will be replaced with other forms of financing within such shorter time period. However, the source and timing of such replacement financing may be uncertain and can be affected by, among other things, market conditions and the financial condition of the borrower at the maturity date of the bridge. If the borrower is unable to

obtain replacement financing and repay the bridge loan at maturity, the terms of the bridge loan may provide for the bridge loan to be converted to a longer-term loan. If bridge loans are not repaid (or cannot be disposed of on favorable terms) on the dates projected by the Adviser, there may be an adverse effect upon the ability of the Adviser to manage the assets of a Fund in accordance with its models and projections or an adverse effect upon a Fund’s performance and ability to make distributions. Revolving Credit Facilities Certain Funds may acquire funded and unfunded revolving credit facilities (“Revolvers”). In some cases, a Fund will need to acquire a Revolver in order to participate in the term loan associated with such Revolver. In such scenarios, it is possible that the Revolver will not be drawn on unless the applicable Revolver borrower enters a period of financial distress, is pursuing an acquisition or utilizes the Revolver for working capital needs and/or for one or more non-ordinary course reasons. Notwithstanding the foregoing, because Revolvers can generally be drawn on short notice (such as with one (1) business day prior notice), a Fund may still need to hold cash reserves or use borrowings under a subscription or other credit facility in order to fund any draw on such Revolvers. Such cash reserves and/or interest costs and other expenses associated with any borrowings by a Fund will likely reduce, or be a drag on, the returns of the Fund, although the Fund will receive a nominal fee on the undrawn amount of any such Revolver. In addition, prediction of Revolver utilization is inherently subjective and may not take into account changes in credit quality and changes in cash flow, including working capital fluctuation and acquisition activity. While higher than expected utilization increases the current income of a Fund, it can also lower returns to the extent that the Fund needs to call capital to satisfy borrowing requests and will increase the Fund’s exposure to defaults by the borrower under the Revolver. There are also operating and financial risks of Revolver borrowers, as Revolver borrowers could deteriorate as a result of, among other factors, an adverse development in their business, a change in their competitive environment or an economic downturn. As a result, Revolver borrowers that a Fund may have expected to be stable may operate at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive positions, or may otherwise have a weak financial condition or be experiencing financial distress. All of the foregoing may result in higher-than-expected draws on Revolvers and/or the inability of any Revolver borrower to repay any existing draws on such Revolver. Further, the capital structure of a Revolver borrower that is subject to leverage will increase the exposure of such Revolver borrower to adverse economic factors (such as rising interest rates, changes in commodity prices, downturns in the economy or a deterioration in the condition of such Revolver borrower), each of which may impair such underlying Revolver borrower’s ability to finance its future operations and capital needs and may result in the imposition of restrictive financial and operating covenants or increase the risk of defaults by such Revolver borrower under a Revolver. If any such factors cause or contribute to such Revolver borrower’s inability to generate sufficient cash flow to meet principal and/or interest payments on its indebtedness or similar payments or obligations under any Revolver, such Revolver borrower’s flexibility to respond to changing business and economic conditions may be constrained materially and may increase the risk of default and/or insolvency and the value of Revolvers could be significantly reduced or even eliminated, and potentially resulting in the returns to a Fund being lower than would otherwise have been the case.

An additional concern in acquiring a Revolver is the possibility of material misrepresentation or omission on the part of the Revolver seller, the Revolver borrower or other credit support providers, or breach of covenant by any such parties. Such inaccuracy or incompleteness or breach of covenants may adversely affect the valuation of the collateral underlying the loans or the ability of the Revolver lenders to perfect or effectuate a lien on the collateral securing the loan or a Fund’s ability to otherwise realize on or avoid losses in respect of the investment. A Fund will rely upon the accuracy and completeness of representations made by any such parties to the extent reasonable, but cannot guarantee such accuracy or completeness. Revolvers are generally the shortest maturity obligation in a company’s capital structure and are often the first tranche of a company’s debt targeted for refinancing. Incumbent Revolver lenders are typically the primary syndication targets for a maturity extension, partially due to the inherent challenges a company faces in obtaining new Revolver capital. The ability for a Fund to exit an existing position in a Revolver refinancing will be more challenging when the company is underperforming and its credit profile is weakened. In some circumstances, a Fund may be required to participate in a maturity extension if it is deemed to be positive for the Revolver relative to the alternatives. Maturity extensions are typically accompanied by capacity reductions, amendment fees, and other economic or covenant enhancements, although these are case specific. Maturity extensions could result in the need to extend the term of a Fund, lower diversity, and increase concentration risk. In addition, an extension increases the likelihood that the ability of a company to repay the principal of the loan is dependent upon a liquidity event or the long-term success of the company, the occurrence of which is uncertain. Additionally, a Fund is expected to, from time to time, incur other contingent liabilities in connection with an investment. For example, a Fund expects to participate in one or more investments that are structured “delayed-draws” or “lines of credit.” As with Revolvers, these types of investments generally have funding obligations that extend over a period of time, and if the borrower subsequently draws down on the Revolver, delayed-draw facility or line of credit, a Fund would be obligated to fund the amounts due. However, there can be no assurance that a borrower will ultimately draw down on any such loan, in which case a Fund may never fund the investment (in full or in part), which may result in the Fund not fully deploying its capital. There can be no assurance that a Fund will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Fund. It is possible that a Revolver, delayed-draw loan or line of credit investment would be bifurcated by the Adviser into separate investments, with certain Funds or investors participating in the initial drawdowns and other investors participating in the later drawdowns. In this situation, it is possible that the Funds or other investors that participate in the initial funding of an investment may receive certain economic benefits in connection with such initial funding, such as original issue discount, closing payments, or commitment fees and these benefits are expected to be allocated based on participation in the initial funding, regardless of participation in future funding obligations. Conversely, the investors participating only in the later funding obligations will have the benefit of the most recent borrower performance information in evaluating their investment whereas the investors that participated in the initial drawdowns will be obligated in any event to fund such later funding obligations. In certain cases, a Fund may participate in the initial funding of an investment, but may not participate in later-arising funding obligations (i.e., the Revolver, delayed-draw or line of credit portions) related to such investment, including because of capacity limitations that

an investment vehicle may have for providing new Revolver, delayed-draw or line of credit commitments, or because the Adviser forms a new investment vehicle focused on investing in Revolvers, delayed-draw investments and/or lines of credit. As a result, a Fund may be allocated a smaller or larger portion of Revolvers, delayed-draw investments or lines of credit than other investors participating in the loan. Where a Fund or other investors have not participated in each funding of an investment on a pro rata basis, conflicts of interest may arise between the Fund and the other investors as the interests of the Fund and the other investors may not be completely aligned with respect to such investment. In addition, a Revolver, delayed draw investment or line of credit may be senior to the rest of the loan or to the initial funding, and as a result, the interests of a Fund may not be aligned with other participating investors. Lender Liability and Equitable Subordination In recent years, a number of judicial decisions in the U.S. have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively, “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to a borrower or has assumed a degree of control over the borrower resulting in a creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of a Fund’s certain investments, a Fund could be subject to allegations of lender liability. In addition, under common law principles that in some cases form the basis for lender liability claims, if a lender or bondholder (i) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower to the detriment of other creditors of such borrower, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because of the nature of a Fund’s certain investments, a Fund may be subject to claims from creditors of an obligor that debt obligations held by the Fund should be equitably subordinated. The preceding discussion regarding lender liability is based upon principles of U.S. federal and state laws. With respect to a Fund’s investments in a non-U.S. issuer, U.S. laws of certain nonU.S. jurisdictions may also impose liability upon lenders or bondholders under factual circumstances similar to those described above, with consequences that may or may not be analogous to those described above under U.S. federal and state laws. Zero Coupon and Payment-in-Kind bonds (“PIK Bonds”) Because investors in zero coupon or PIK Bonds receive no cash prior to the maturity or cash payment date applicable thereto, an investment in such securities generally has a greater potential for a complete loss of the initial investment amount compared to an investment in debt securities that makes periodic interest payments. Such investments are more vulnerable to the creditworthiness of the issuer and any other parties upon which performance relies.

To the extent that a Fund invests in loans and/or bonds with a payment-in-kind (“PIK”) interest component and the accretion of PIK interest constitutes a portion of the Fund’s income, the Fund will be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash, including the following: (i) loans with a PIK interest component may have higher interest rates that reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent higher credit risk than coupon loans; (ii) loans with a PIK interest component may have unreliable valuations because their ongoing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral; (iii) the deferral of PIK interest increases the loan-to-value ratio of the underlying debt instrument, which is a fundamental measure of loan risk; and (iv) even if the accounting conditions for PIK interest accrual are met, the borrower could still default when the borrower’s actual payment is due at the maturity of the loan. Investments in Structured Products Certain Funds may invest in securities backed by, or representing interests in, certain underlying instruments (“structured products”), including, but not limited to, CLOs, structured debt obligations or similarly structured investment vehicles. The cash flow on the instruments underlying such structured products may be apportioned among different tranches to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to the structured products is dependent on the extent of the cash flow on the underlying instruments. A Fund may invest in structured products which represent derived investment positions based on relationships among different markets or asset classes. The performance of a particular structured product will be affected by a variety of factors, including its priority in the capital structure of the issuer, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets. The risks associated with structured products involve the risks of loss of principal due to market movement. In addition, investments in structured products may be illiquid in nature, with no readily available secondary market. Because they are linked to their underlying markets or instruments, investments in structured products generally are subject to greater volatility than an investment directly in the underlying market or instrument. Total return on a structured product is derived by linking the return to one or more characteristics of the underlying instrument. Because certain structured products of the type in which a Fund may invest may involve no credit enhancement, the credit risk of those structured products generally would be equivalent to that of the underlying instruments. A Fund may invest in a class or tranche of structured products that is either subordinated or unsubordinated to the right of payment of another class or tranche. Subordinated structured products typically have higher yields and present greater risks than unsubordinated structured products. Although a Fund’s purchase of subordinated structured products would have an economic effect similar to that of borrowing against the underlying

securities, the purchase will generally not be deemed to be leverage for purposes of the Organizational Documents. Certain issuers of structured products may be deemed to be “investment companies” as defined in the 1940 Act. As a result, a Fund’s investments in these structured products may be limited by the restrictions contained in the 1940 Act. Structured products are typically sold in private placement transactions, and there is no guarantee that there will be an active trading market for structured products. As a result, certain structured products in which a Fund invests may be illiquid. European Union (the “EU”) and United Kingdom (the “UK”) Risk Retention and Due Diligence Requirements The “EU/UK Securitization Regulations” mean, together, (a) Regulation (EU) 2017/2402 laying down a general framework for securitization and creating a specific framework for simple, transparent and standardized securitization, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012, and incorporating any implementing or delegated regulation, technical standards and guidance related thereto, together with any implementing or delegated directive or regulation, which form part of the national law of European Economic Area (“EEA”) member states (the “EU Securitization Regulation”) and (b) the Securitisation Regulations 2024 (SI 2024/102) (as amended), the Securitisation Part of the PRA Rulebook of the Prudential Regulation Authority and the securitisation sourcebook of the FCA Handbook of the Financial Conduct Authority (including any implementing regulation, secondary legislation, technical and official guidance relating thereto) (the “UK Securitization Rules”), each as may be amended, replaced or supplemented from time to time. The risk retention and due diligence requirements in the EEA and in the UK (the “Risk Retention Requirements”) exist under the EU/UK Securitization Regulations and have been in effect in the EEA and the UK since 2011. These requirements have historically been based on the indirect approach that required various types of UK-regulated and EEA-regulated investors, including credit institutions, authorized “alternative investment fund managers,” investment firms and insurance and reinsurance undertakings (rather than the sponsors) to satisfy themselves that certain securitization transactions they intend to invest in are compliant with the Risk Retention Requirements. The Risk Retention Requirements and the EU/UK Securitization Regulations are referred to together as the “Securitization Framework.” The intent and effect of the EU Securitization Regulation was to consolidate the obligations of affected UK-regulated and EEA-regulated investors in relation to their due diligence and verification activities for their investment in securitization transactions and to expand the list of UK-regulated and EEA-regulated investors to which the Risk Retention Requirements apply to include institutions for occupational retirement, alternative investment fund managers that manage or market alternative investment funds in the UK or EEA, investment firms and management companies of UCITS funds (or internally managed UCITS). In addition, the EU Securitization Regulation imposed a direct retention obligation on eligible risk retainers. The EU Securitization Regulation no longer applies in the UK and has been replaced with the UK Securitization Rules.

Among other things, the Securitization Framework restricts a relevant investor from having exposure to a securitization (as defined in the EU/UK Securitization Regulations) unless (i) that investor is able to demonstrate that it has undertaken certain due diligence in respect of various matters relating to its exposure to the securitization, the assets underlying that position and (in certain circumstances) the relevant sponsor, original lender or originator and (ii) the originator, sponsor or original lender in respect of the relevant securitization has explicitly disclosed to the investor that it will retain, on an ongoing basis, a net economic interest of not less than 5% in respect of certain specified credit risk tranches or asset exposures. Failure to comply with the Securitization Framework may result in various penalties including, in the case of those investors subject to regulatory capital requirements, the imposition of a penal capital charge on the notes acquired by the relevant investor. The Securitization Framework could have a negative impact on the price and liquidity of certain securitizations in the secondary market and therefore may affect a Fund’s ability to invest in and dispose of such securitizations (or other relevant assets). The Securitization Framework could also have a negative impact on the price and liquidity of certain CLO securities in the secondary market and therefore may affect a Fund’s ability to invest in and dispose of CLO securities. In addition, if any changes to a Fund’s legal structure are required as a result of the application of the Securitization Framework, a Fund and investors may be required to bear the costs of making such changes. The EU Securitization Regulation purports to make non-EEA based funds that are “marketed” in the EEA (as that term is defined in the AIFM Directive (as defined herein)) after January 1, 2019 subject directly to the Risk Retention Requirements. The Securitization Framework also contains restrictions on such regulated institutional investors being “exposed” to securitization positions that are not compliant with the Risk Retention Requirements. The penalties imposed under the Securitization Framework on an institutional investor that is not permitted to have such exposure, but is nonetheless exposed to a securitization that is not compliant with the Risk Retention Requirements differ depending on such investor’s regulatory status and in some cases are uncertain. If the Adviser chooses to market a Fund in one or more jurisdictions within the EEA, the Fund (or the Adviser acting on behalf of the Fund) could itself constitute an EEA-regulated institutional investor that is prohibited from having exposure to CLO securities and other securitizations that are not compliant with the Risk Retention Requirements that apply under the EU Securitization Regulation. Investment in Preferred Securities Certain Funds expect to invest in preferred equity securities. In addition to credit risk, investment in preferred stocks, preferred trusts and other preferred securities involves certain other risks. Preferred securities often are subject to legal provisions that allow for redemption in the event of certain tax or legal changes or at the issuer’s call. In the event of redemption, a Fund may not be able to reinvest the proceeds at comparable rates of return. Preferred securities are subordinated to loans, bonds and other debt securities in an issuer’s capital structure in terms of priority for corporate income and liquidation payments and, therefore, will be subject to greater credit risk than those debt securities. Accordingly, if the borrower defaults on a Fund’s investment, the Fund would only be able to proceed against such borrower in accordance with the terms of the preferred security, and not against any property owned by such entity. Furthermore, in the event of bankruptcy or foreclosure, a Fund would only be able to recoup its investment after all lenders to,

and other creditors of, such entity are paid in full. As a result, a Fund may lose all or a significant part of its investment, which could result in significant losses. Preferred securities trade less frequently and in a more limited volume (if at all) and may be subject to more abrupt or erratic price movements than many other securities, such as common stocks, corporate debt securities and U.S. government securities. Convertible Securities Certain Funds may invest in convertible securities, which are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on a Fund’s ability to achieve its investment objective. Special Purpose Acquisition Companies A Fund may invest in units of, shares of, warrants to purchase stock of, and other interests in special purpose acquisition companies or similar special purpose entities that pool funds to seek potential acquisition opportunities (collectively, “SPACs”). Because SPACs and similar entities have no operating history or ongoing business other than seeking to complete a business

combination with one or more companies, the value of each of their securities is particularly dependent on the ability of the entity’s management to identify and complete a successful business combination. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. An investment in a SPAC is subject to a variety of risks, including, among others, that (i) as a newly formed company with no operating history, there is no basis on which to evaluate the ability to achieve the SPAC’s business objective; (ii) an attractive business combination target may not be identified at all and the SPAC may be required to liquidate and return any remaining monies to shareholders; (iii) shareholders may not be afforded an opportunity to vote on the proposed business combination; (iv) a business combination, if effected, may prove unsuccessful and an investment in the SPAC may lose value; (v) the warrants or other rights with respect to the SPAC held by a Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (vi) a Fund may be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled; (vii) an investment in a SPAC may be diluted in connection with the business combination or by additional financings; (viii) no or only a thinly traded market for shares of or interests in a SPAC may develop, leaving a Fund unable to sell its interest in a SPAC or to sell its interest only at a price below what a Fund believes is the SPAC interest’s intrinsic value; and (ix) the values of investments in SPACs may be highly volatile and may depreciate significantly over time. Leverage Some of a Fund’s investments may involve degrees of leverage, including without limitation as a result of borrowing at one or more levels of the investment structure or implicit leverage as a result of derivative transactions. Such leverage may increase the exposure to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of a portfolio investment or its industry. In using leverage, these portfolio investments may be subject to terms and conditions that include restrictive financial and operating covenants. In the event a portfolio investment is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of the investing Fund’s equity investment in such company could be significantly reduced or even eliminated. As a general matter, the presence of leverage can accelerate losses. A Fund’s ability to achieve attractive rates of return on investments may depend on the ability of its portfolio investments to access sufficient sources of debt at attractive rates, including at the time of acquisition, during their lifetime, and at the time of disposition by a Fund. However, availability of capital from the debt markets is subject to volatility from time to time, and there may be times when a Fund and its portfolio investments might not be able to access those markets at attractive rates, or at all, when completing an investment. Interest Rate and Credit Risk Leveraged private equity investments are subject to increases in prevailing interest rates which may increase the borrowing costs of portfolio investments, reduce free cash flow, and limit business growth. In addition, debt securities are subject to the risk that the issuer will default on

an interest or principal payment. Neither the Adviser nor the Funds can control the factors that influence interest rate risk and credit risk. Inflation Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economics and securities markets of certain economies. There can be no assurance that inflation will not become a serious problem in the future and thus have an adverse impact on a Fund’s returns. Risk of Majority Positions A Fund may have a controlling interest in a portfolio investment (because of its equity ownership, representation on the board of directors and/or contractual rights) either on its own or, in certain cases, with another financial partner or investment fund. The exercise of control over a company may impose additional risks of liability for environmental damage, product defects, failure to supervise management, pension and other fringe benefits, violation of governmental regulations (including securities laws) or other types of related liability. If these liabilities were to arise, the Fund might suffer a significant loss in such investment. To the extent that a Fund owns a controlling stake in or is deemed an affiliate of a particular company, it may also be subject to certain additional bankruptcy or securities laws restrictions that could affect both the liquidity of the Fund’s interest and the Fund’s ability to liquidate its interest without adversely impacting the price thereof, including insider trading restrictions, the affiliate sale restrictions of Rule 144 of the Securities Act and the disclosure requirements of Sections 13 and 16 of the U.S. Securities Exchange Act of 1934, as amended. Further, to the extent that affiliates of a Fund are subject to such restrictions, the Fund, by virtue of its affiliation with such entities, may be similarly restricted, regardless of whether the Fund stands to benefit from such affiliate’s ownership. Risk of Minority Positions If, as part of its overall investment strategy, a Fund elects at any time to hold a minority position in one or more portfolio investments, it may not be able to exercise control over such companies. As a result, such portfolio investments may have goals not completely aligned with those of a Fund, and the Fund may not be in a position to limit or influence actions taken by such portfolio investments, or otherwise protect the value of the Fund’s portfolio investments. Risks Upon Disposition of Investments In connection with the disposition of a portfolio investment, a Fund may be required to make representations about the business and financial affairs of the portfolio investment typical of those made in connection with the sale of any business, or may be responsible for the contents of disclosure documents under applicable securities laws. A 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 or misleading. These arrangements may result in contingent liabilities, which may ultimately have to be funded by such Fund’s partners. A Fund’s partnership agreement or similar organizational document may contain

provisions requiring a Fund’s limited partners to make specified contributions in the event of any such claim in respect of a portfolio investment. From time to time a Fund may sell a portfolio investment to the Fund’s current limited partner or a prospective limited partner in a future fund, including via a stapled secondary transaction. In such an event, the Adviser has an incentive to provide favorable terms to such limited partner or prospective limited partner to ensure a commitment to a future fund. Risks of Derivative Instruments Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. A Fund’s use of derivative instruments, if any, involves risks different from, and possibly greater than, the risks associated with investing directly in securities. Derivatives are subject to a number of risks, including interest rate risk, market risk, liquidity risk and credit risk. They also involve the risk of mispricing or improper valuation, the risk of ambiguous documentation, and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. To the extent a Fund invests in swaps, forwards, futures, options and other “synthetic” or derivative instruments, counterparty exposures can develop and a Fund takes the risk of nonperformance by the other party to the contract. For uncleared derivatives, this risk may differ materially from those entailed in cleared transactions, which generally are supported by guarantees of clearing organizations, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to a Fund’s dealer counterparties. Transactions entered into directly between two counterparties generally do not benefit from the full extent of such protections and expose the parties to heightened risk of counterparty default. A party to a cleared derivative is subject to the credit risk of the clearing house and the clearing broker through which it holds its position. Credit risk of market participants with respect to cleared derivatives is concentrated in a few clearing houses and increasingly fewer clearing members. It is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. In the event of a counterparty’s (or its affiliate’s) insolvency, a Fund’s ability to exercise remedies could be stayed or eliminated under special resolution regimes adopted in the U.S. and various other global jurisdictions. Such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty and may prohibit a Fund from exercising termination rights based on the financial institution’s insolvency. If a Fund invests in a derivative instrument, it could lose more than the principal amount invested. In addition, the appropriate tax treatment of certain swaps and other derivative transactions may be unclear and subject to challenge by the U.S. Internal Revenue Service. There is currently limited case law or guidance characterizing the tax treatment of swaps and other derivatives. If the U.S. Internal Revenue Service were to challenge a Fund’s position with respect to a swap or other derivative instrument, returns to investors may be materially adversely affected. Improvement in Portfolio Investment Operations Critical to Investment Success The success of a Fund’s investment strategy in private equity investments depends on the ability of a portfolio investment’s management to improve the operating performance of such portfolio investments following investment. Initiatives to achieve such 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, and the consummation and integration of add-on acquisitions. The proper identification and implementation of initiatives important to achieve improved operating performance is difficult and often requires substantial resources. The capabilities and resources of a private equity portfolio investment may be insufficient to affect such initiatives, and there can be no assurance that private equity portfolio investments will be successful in achieving improvements in operating performance. The failure to achieve improved operating results following investment is likely to lead to losses or poor returns on such private equity investment. Risks Relating to Due Diligence of and Conduct at Portfolio Investments Before making investments in any particular company, a Fund will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. When conducting due diligence and making an assessment regarding a potential investment, a Fund will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, thirdparty investigations and/or consumer surveys. The due diligence investigation that a Fund carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. In addition, at times, a Fund’s transaction opportunities will require rapid execution and investment analyses and decisions by a Fund’s General Partner may be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the General Partner at the time of making an investment decision may be limited, and the General Partner may not have access to detailed information regarding the investment. Therefore, no assurance can be given that any such General Partner will have knowledge of all circumstances that may adversely affect an investment. Moreover, such an investigation will not necessarily result in the investment being successful. Outside consultants, legal advisors, accountants, investment banks and other third parties are likely to be involved in the due diligence process to varying degrees depending on the type of investment. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to the Fund’s reduced control of the functions that are outsourced. The Fund’s General Partner and the Adviser may rely on the findings of these thirdparty advisors or consultants in making investment and management decisions. Such third parties do not owe any fiduciary duties to the Fund or its limited partners, yet may be entitled to indemnification under the terms of their respective service contracts or other arrangements made with the Fund’s General Partner and/or the Adviser, and the costs and expenses of such indemnification would be borne by such Fund. In addition, if a Fund is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. Financial Fraud by Portfolio Investments There can be no assurance that the Funds will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during their efforts to monitor investments on an ongoing basis or that any risk management procedures implemented by the Funds will be adequate. In the event of fraud or other misconduct or deceptive practices by any portfolio investment, the management of such portfolio investment, or any of their

affiliates, a Fund or Funds may suffer a partial or total loss of capital invested in that portfolio investment. For example, the possibility of material misrepresentation or omission on the part of the portfolio investment or the seller may adversely affect the value of a Fund’s investment in such portfolio investment. The Funds will rely upon the accuracy and completeness of representations made by portfolio investments and in certain instances their former owners in the due diligence process when it makes its investments, but cannot guarantee such accuracy or completeness. In addition, conduct occurring at portfolio investments, even activities that occurred prior to a Fund’s investment therein, could have an adverse impact on such Fund. Conflicts of Interest Affiliates of a Fund’s General Partner engage in a broad spectrum of activities. As a result, there may arise instances where the interests of such General Partner or one of its affiliates conflicts with the interests of a Fund and/or its limited partners. Each Fund’s General Partner will endeavor to ensure that these conflicts do not work to the detriment of the Fund. If a conflict such as this arises, it may be presented to a Fund’s advisory committee, if any, for review. For a description of material conflicts of interest and a description of how such conflicts are addressed, please see Item 11 below. Absence of Regulatory Oversight The Funds are not required and do not intend to register as investment companies under the 1940 Act. Accordingly, the Funds’ limited partners are not accorded the protections that would have been available to them if such entities were registered under the 1940 Act. Additional regulatory and tax risk considerations, including those of foreign and domestic bodies, are disclosed in the offering documents of each Fund, as applicable. Operating Partners The Adviser may have formal arrangements with certain Operations Support Providers (as defined below) that may be terminable upon notice by either party, or it may have informal arrangements with such persons. The nature of each relationship and time devotion requirements will vary significantly among the Operations Support Providers. There can be no assurance that any of the Operations Support Providers will maintain their anticipated time commitment or continue to serve in such capacities with respect to the Funds and the portfolio investments and/or that the Adviser will be able to procure additional Operations Support Providers in the future. Legal Risk, Litigation and Regulatory Action The Funds, the Funds’ General Partners, the Adviser and their affiliates are subject to a number of risks, including changing laws and regulations, developing interpretations of such laws and regulations, and increased scrutiny by regulators and law enforcement authorities. Some of this evolution may be directed at the private fund industry in general or certain segments of the industry, and may result in scrutiny or claims against the Funds, the Funds’ General Partners, the Adviser or their affiliates directly for actions taken or not taken by the Funds, the Funds’ General Partners, the Adviser of their affiliates. These risks and their potential consequences are often difficult or impossible to predict, avoid or mitigate in advance, and might make some investment opportunities unavailable to the Funds or result in fines, suspensions of personnel or other

sanctions, including censure, the issuance of cease-and desist orders or the suspension or expulsion of applicable licenses or members. Even if an investigation or proceeding did not result in a sanction or the sanction imposed against the Funds, the Funds’ General Partners, the Adviser or their respective affiliates were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm the Funds, the Funds’ General Partner, the Adviser or their respective affiliates’ reputations, which may adversely affect the Funds’ investment performance by hindering its ability to obtain favorable financing or consummate a potentially profitable investment. In addition, the securities market is subject to comprehensive statutes and regulations. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The effect on the Funds, the Funds’ General Partner, the Adviser or any affiliate of any such legal risk, litigation or regulatory action could be substantial and adverse. Certain of the Funds’ investments may be materially adversely affected by such events in the future. In the longer term, there may be significant new regulations that could limit the Funds’ activities and investment opportunities or change the functioning of capital markets. As a result, there can be no assurance the Funds will be able to achieve its investment objectives. The enactment of these reforms or other similar legislation could have an adverse effect on the private investment funds industry generally and on the Adviser, the Funds’ General Partners or the Funds specifically, and may impede the Funds’ ability to effectively achieve its investment objectives. Any further increases in the regulations applicable to private investment funds generally or the Funds, the General Partners or the Adviser in particular may result in increased expenses associated with the Funds’ activities and additional resources of the Adviser being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for the Funds’ limited partners or have an adverse effect on the ability of the Funds to effectively achieve its investment objectives. Cybersecurity Risk 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 cyber 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, unauthorized third parties or rogue employees 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 operational disruption, ransomware, phishing attacks and other forms of social engineering, third-party or employee theft or misuse and other negligent actions, or other attacks that could cause a substantial business disruption, the release of private investor information or confidential information, or loss of 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

employees, third-party service providers or other users of the Adviser’s systems to disclose sensitive information in order to alter or gain access to the Adviser’s 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 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. Such incidents could cause the Funds, the Adviser or their service providers to incur regulatory penalties, reputational damage, litigation (including class claims), additional compliance costs, increased insurance premiums or financial loss. 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 and difficulties obtaining insurance coverage, or litigation, regulatory actions or other legal risks. While the Funds or the Funds’ service providers have established business continuity plans and systems designed to prevent such cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. There is no guarantee that the Adviser, the Funds and/or their respective service providers will be successful in protecting against cybersecurity breaches or that insurance coverage will be available or adequate to cover any losses. Similar types of operational and technology risks are also present for the companies in which the Funds invests, which could have material adverse consequences for such companies, and may cause the Funds’ investments to lose value. Risks of Artificial Intelligence (“AI”) The Adviser’s ability to use, manage and aggregate data, including data related to the use of AI tools, may be limited by the effectiveness of its policies, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate 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. While the Adviser will under certain circumstances restrict certain uses of third-party and open source AI tools, the Adviser’s employees and consultants and a Fund’s portfolio investments will under certain circumstances use these tools, which poses additional risks relating to the protection of the Adviser’s and such portfolio investments’ proprietary data, including the potential exposure of the Adviser’s or such portfolio investments’ 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 investments. 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 investments 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 investment’s products or services or be beneficial to any portfolio investment’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 investments. AI tools could also be used against the Adviser, a Fund or a Fund’s portfolio investments in criminal or negligent ways. 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. states and foreign jurisdictions have also proposed, and in a number of cases adopted, rules and regulations addressing the use of AI. AI similarly faces an uncertain regulatory landscape in many foreign jurisdictions. 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 its portfolio investments to utilize AI in the manner is has to-date, and may have an adverse impact on the ability of the Adviser, a Fund or its portfolio investments to continue to operate as intended. Data Protection Risk The Adviser processes personal data associated with its employees and representatives, natural person investors, service provider representatives and other individuals, including through the use of third-party processors and cloud-based services to, among other things, store and maintain personal data. This processing exposes the Adviser and the Funds to a range of legal and regulatory risks. Legal requirements relating to the collection, storage, handling and transfer of personal data continue to develop. This includes Regulation S-P, a set of privacy and security rules adopted pursuant to the Gramm-Leach-Bliley Act. In May 2024, the SEC adopted amendments to Regulation S-P that broaden the scope of information that covered institutions are required to safeguard and impose significant new obligations related to incident response and prevention, the notification of affected individuals, and the oversight of third-party vendors. Compliance with the Regulation S-P amendments is mandated as of December 3, 2025. Certain activities of the Adviser and the Funds may also be subject to the EU’s General Data Protection Regulation (“GDPR”), the UK’s Data Protection Act, the UK GDPR, which incorporates the provisions of the GDPR into the UK’s own data protection laws, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (together, “CCPA”) and similar comprehensive privacy laws in other states and countries. Most industrialized countries have data protections lawyers, enforced by data protection authorities, and these provisions and their enforcement may have significant extraterritorial effects and differ across jurisdictions. While the Adviser and the Funds intend to comply with any applicable privacy and data protection obligations, including Regulation S-P, the GDPR, UK GDPR, the CCPA and other applicable laws, they may not be able to accurately anticipate the ways in which regulators and courts will apply or interpret the law. For example, in July 2020, the Court of Justice of the EU issued a ruling on the validity of the European Commission’s standard contractual clauses (“SCCs”) and invalidated the EU-US Privacy Shield, which unexpectedly increased and changed the compliance obligations on parties using the SCCs to transfer or receive personal data. The Privacy Shield was replaced by the EU-US Data Privacy Framework in July 2023, but this framework has also faced challenges since its adoption and is likely to continue to face challenges in the future. Further, in the UK, the Data (Use and Access) Act 2025 took effect in June 2025 and introduces a number of relatively minor amendments to the data protection regime in the UK, therefore creating slight divergences between the application of EU and UK data protection regimes. Other recent developments—including stricter data breach notification requirements, the expansion of comprehensive privacy regulations and executive

orders restricting cross-border data transfers—have added complexity and uncertainty to global data compliance. In particular, Executive Order 14117, Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern, introduces significant uncertainty for international investment advisers. If subject to its restrictions, the Adviser and the Funds may need to implement additional cybersecurity and recordkeeping measures to comply with requirements governing the transfer of sensitive data—including financial information—to designated countries of concern, including China, Russia, Iran, North Korea, Cuba and Venezuela. These requirements could result in increased compliance costs and operational challenges. The evolving patchwork of differing state, federal, and international privacy and data security laws increases the cost and complexity of operating the business of the Adviser, the Funds, and/or their portfolio investments and increases their exposure to liability. The failure of the Adviser or the Funds to comply with applicable privacy and data protection laws could result in negative publicity and may subject the Funds to reputational damage, regulatory scrutiny and significant costs associated with litigation, settlements, regulatory actions, judgments, liabilities, penalties or mandatory remediation. For example, the GDPR/UK GDPR give strong enforcement powers to data protection authorities and provide for enforcement action and significant penalties for non-compliance, including fines of up to 4% of the greater of total annual worldwide turnover or €20 million under the GDPR and £17.5 million under the UK GDPR, depending on the type and severity of the non-compliance. If privacy or data protection laws are implemented, interpreted or applied in a manner inconsistent with the Adviser’s and the Funds’ expectations, it may result in business practices changing in a way that negatively affects the Funds. Moreover, if the Adviser or the Funds suffer a security breach impacting personal data, they may be obligated to notify government authorities, affected individuals, investors and other stakeholders, which may divert the Adviser’s time and effort and entail substantial expense. 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.

Follow-On Investments The Funds may be presented with the opportunity to make additional, “follow-on” investments in their existing portfolio investments, either because a portfolio investment’s performance and/or liquidity has been below expectations or because additional capital is required to fund growth. There can be no assurance that a Fund will desire to make follow-on investments or that it will have sufficient funds to do so. Any decision by a Fund not to make follow-on investments or its inability to make them may have a substantial negative impact on a portfolio investment in need of such an investment and may dilute such Fund’s existing investment and/or may diminish the Fund’s ability to influence the portfolio investment’s future development. 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 is expected to be dissolved, either by expiration of such Fund’s term or otherwise. Although at the time a Fund makes an investment the Adviser will expect that the investment will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution there may be situations in which the Adviser determines that the best economic benefit will occur by holding the investment for a longer period of time. In such circumstances, the General Partner of such Fund has the ability to seek an extension to the term of such Fund or may, subject to applicable advisory committee consents, effectuate a transaction to sell the investment to a successor Fund or to a Co-Investment Vehicle or Co-Investment Vehicles in order to effect a Continuation Transaction (as defined above). See “Conflicts Related to Continuation Transactions” below for further information. While the General Partner will only take such actions if it believes it is in the best interest of the Fund, such actions may be inconsistent with a limited partner’s desire for liquidity, or for a limited partner’s desire to continue to invest in such an investment. See “Cross Transactions” below for additional information. Alternatively, the General Partner may be required to dispose of such investments due to the expiration of the applicable Funds’ term even though the General Partner believes such disposition is not in the best economic interest of the limited partners. In the event that investments remain in the Fund at the time of dissolution, the Fund may have to sell, distribute or otherwise dispose of such investments or resolve litigation or other contingent liabilities at a disadvantageous time as a result of the expiration of the Fund’s term and the resulting dissolution. At the time of such 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 advisable to sell (such as where the General Partner determines that an in-kind distribution of such assets is not feasible or in the best interests of the limited partners), subject to obtaining fair value for such assets and any tax or other legal considerations (including legal restrictions on the ability of a limited partner to hold any assets to be distributed in-kind). There can be no assurance, however, with respect to the time frame in which the winding up and the final distribution of proceeds to the limited partners will occur and in which the Funds will distribute all investments or proceeds in accordance with a Fund’s applicable Organizational Documents.

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. Sustainability Factors The Adviser may take sustainability factors into account when making an investment and/or during the investment period. There is no guarantee that the consideration of such factors by the Adviser will enhance financial returns of the investors in its funds. Sustainability factors are only some of the many factors the Adviser will consider in making an investment or as part of ongoing engagement. Other factors may be given greater weight, particular sustainability factors may be disregarded, and the Adviser may not consider all the sustainability factors that an investor believes are important. To the extent sustainability factors are considered, they will be considered based solely on their financial materiality. The Adviser invests for financial return and does not seek to generate positive sustainability impact as an investment goal. Its investments may not result in positive sustainability impact and could adversely impact one or more sustainability attributes. The Adviser has discretion regarding whether and how to engage with portfolio companies on sustainability-related matters. The Adviser’s approach to sustainability integration may not be the same for all companies and may not align with the policies or preferred approach of, or regulatory requirements applicable to, a particular investor and therefore may not be viewed as desirable or sufficient by a particular investor. Successful sustainability integration by the Adviser will depend in part on the Adviser’s skill in properly identifying and analyzing material sustainability and other factors and their financial relevance. Considering sustainability factors when evaluating an investment may result in the selection or exclusion of certain investments based on the Adviser’s view of the materiality of those factors, which carries the risk that the Adviser may underperform funds that do not take sustainability-related factors into account. Assessing the relevance of sustainability factors is qualitative and subjective by nature, and there is no guarantee that the criteria utilized by the Adviser or any judgment exercised by the Adviser will result in the correct determination. In evaluating a company, the Adviser may in part be dependent upon information and data obtained through voluntary or third-party reporting that may be incomplete, inaccurate or unavailable, which could cause the Adviser to incorrectly assess a company’s sustainability-related risks and opportunities.

Sustainability integration continues to evolve. The Adviser’s practices may change at any time, which may include the adoption of new practices or the discontinuation of practices. Certain state “anti-ESG” laws may limit the Adviser’s ability to take sustainability factors into account, which may impact or result in changes to the Adviser’s practices that could be adverse to the goals and desired approaches of an investor. 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. UK Exit from the EU UK left the EU on January 31, 2020 (commonly referred to as “Brexit”). During an 11-month transition period, the UK and the EU agreed to a Trade and Cooperation Agreement which sets out the agreement for certain parts of the future relationship between the EU and the UK from January 1, 2021. The Trade and Cooperation Agreement does not provide the UK with the same level of rights or access to all goods and services in the EU as the UK previously maintained as a member of the EU. In particular, the Trade and Cooperation Agreement does not include an agreement on financial services, and it is unlikely that such agreement will be concluded. Accordingly, uncertainty remains in certain areas as to the future relationship between the UK and the EU. From January 1, 2021, EU law ceased to apply in the UK. However, many EU laws were assimilated into English law. The UK government enacted legislation to repeal, replace or otherwise make substantial amendments to these EU laws, with a view to them being replaced by purely domestic legislation. The process of revoking EU laws and replacing them with bespoke UK laws has already begun. It is impossible to predict the consequences of these changes on the

Funds and their investments. Such changes could be detrimental to the Funds and consequently to their investors. Although one cannot predict the full effect of Brexit, it could have a significant adverse impact on the UK, European and global macroeconomic conditions and could lead to prolonged political, legal, regulatory, tax and economic uncertainty. 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. The future application of EU-based legislation to the private fund industry in the UK and the EU will ultimately depend on how the UK renegotiates the regulation of the provision of financial services within and to persons in the EU. 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, an adverse effect on the ability of the Adviser and its affiliates, the General Partners and their affiliates to manage, operate and invest in the Funds and increased legal, regulatory or compliance burden for the Adviser and its affiliates, the General Partners, their affiliates and/or each Fund, each of which may have a negative impact on the operations, financial condition, returns or prospects of each Fund. Areas where the uncertainty created by the UK’s withdrawal from the EU is relevant include, but are not limited to, trade within Europe, foreign direct investment in Europe, the scope and functioning of European regulatory frameworks (including with respect to the regulation of alternative investment fund managers and the distribution and marketing of alternative investment funds), industrial policy pursued within EU countries, immigration policy pursued within EU countries, the regulation of the provision of financial services within and to persons in Europe and trade policy within EU countries and internationally. The volatility and uncertainty caused by the withdrawal may adversely affect the value of the Funds’ investments and the ability to achieve the investment objectives of the Funds. 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 European Union (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 SOFR-linked 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. Custody and Banking Risks The Funds will maintain funds with one or more banks or other depository institutions (“banking institutions”), which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom the Funds, their portfolio investments, the General Partner and/or the Adviser transact may inhibit the ability of the Funds or their portfolio investments to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Funds may be forced to delay or forgo investments or to call capital when it is

not desirable to do so, resulting in lower performance for the Funds. In the event of such a failure of a banking institution where the Fund or one or more of its portfolio investments holds depository accounts access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Funds and their affected portfolio investments may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. The loss of amounts maintained with a banking institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to the Funds or their portfolio investments. One or more investors or a Fund’s General Partner could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, a Fund’s General Partner may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails.

Partners (as defined below), are designated as “access persons” under Rule 204A-1 (such persons referred to collectively herein as “Access Persons” or “Advisory Personnel”). Rule 204A-1 requires the Adviser to adopt a code of ethics that sets forth a standard of business conduct and compliance with federal securities laws by all Access Persons. Policies and procedures have been adopted to ensure compliance with the provisions of the Code and Rule

204A-1, including certain pre-clearance and reporting obligations of personal securities transactions. Access Persons are generally not permitted to trade in the securities of companies maintained on the Adviser’s restricted list. From time to time, Access Persons may personally acquire or trade in the securities of companies that are being invested in or considered by the Funds as well as companies that strategically overlap with investments of the Funds or are being considered for the Funds. The Adviser typically evaluates these types of circumstances on a case by case basis to determine if any action is required to be taken, e.g., divestiture of the investment by the Access Person, recusal of the Access Person from all aspects relating to the investment decision process on behalf of a Fund, among other actions. Adviser Personnel are 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 and its other policies and procedures over time. A copy of the Code of Ethics is available upon request. Please contact the Adviser directly or send a written request to: Kohlberg & Co., L.L.C., 111 Radio Circle, Mt. Kisco, NY 10549. Participation or Interest in Client Transactions The Adviser and certain employees and affiliates of the Adviser have in the past and may in the future invest in and alongside the Funds, either through the General Partners, as direct investors in the Funds or otherwise. A Fund or its General Partner, as applicable, has in the past and may in the future 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 purchaser of a limited partner’s interests in a secondary transaction) may ask different questions and request different information, the Adviser has in the past and may in the future provide certain information to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. 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 or their respective affiliates. Certain of these conflicts of interest, as well as a description of how the Adviser addresses such conflicts of interest, can be found below. In addition, other conflicts of interest may also be disclosed in the Organizational Documents of a particular Fund. While the conflicts of interest below are described by reference to the Funds, certain of these conflicts are also applicable to the Other Advisory Clients.

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 will consider various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longerterm 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: (1)

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;

(2)

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

(3)

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

(4)

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

(5)

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

(6)

Prior to subscribing for interests in a Fund (except for certain Co-Investment Vehicles or an Associates 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 Organizational Documents are designed to protect the interests of investors in situations where conflicts may 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 conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. Conflicts The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund.

Other conflicts are disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. Allocation of Investment Opportunities In connection with its investment activities, the Adviser has in the past encountered and may in the future encounter situations in which it must determine how to allocate investment opportunities among various Funds and other persons, which may include, but are not limited to, the following: •

The Main Funds, which may include Main Funds organized as parallel investment entities that have been formed to invest side-by-side with one or more of the Funds (either in all transactions entered into by such Fund(s) or in a limited subset of such investments);

•

Any separately managed account established by the Adviser;

•

Any collateralized loan obligation focused on private credit assets, any private credit warehouses and any investments in private credit made by the Adviser’s private equity funds;

•

Any Alternative Investment Vehicles that have been formed to address, for example, specific tax, legal, business, accounting or regulatory-related matters that may arise in connection with a transaction or transactions;

•

Any Other Advisory Client;

•

Any co-investors or Co-Investment Vehicles that have been formed to invest sideby-side with one or more Main Funds in particular transactions entered into by such Main Fund(s) (the co-investors or investors in such Co-Investment Vehicles have in the past and may in the future include individuals and entities that are also investors in one or more Funds and/or individuals and entities that are not investors in any Funds (“Third Parties”));

•

Any Associates Funds that invest side-by-side with one or more of the Main Funds and have been formed to facilitate investments by certain business associates and other “friends and family” of the Adviser or its personnel (such investors, “Adviser Investors”);

•

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 has adopted written policies and procedures relating to the allocation of investment opportunities, and will make allocation determinations consistently therewith.

The Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”). Investment Allocation Requirements are generally set forth in the Fund’s Organizational 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 seek to allocate investments in a fair and equitable manner. The Adviser makes allocation determinations based solely on the Adviser’s expectations at the time such investments are made; however, investments and their characteristics may change and there can be no assurance that an investment may prove to have been more suitable for another Fund in hindsight. From time to time certain investment opportunities involve interests in portfolio investments 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 Vehicle). As a result, other Funds may 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. The Adviser may consider, among other things, the following factors in making any allocation determinations with respect to Funds making investments in private credit: •

Risk-return and target return profile of the proposed investment relative to various Funds’ and/or other persons’ current risk profile;

•

each of the various Funds’ and/or other persons’ objectives and investment limitations;

•

the type of asset;

•

the amount of capital available for new investments in the relevant strategy or asset class by various Funds and/or other persons relative to other Funds and/or persons or based on other investment-related characteristics;

•

the terms, structure and availability of financing in respect of an investment;

•

the diversification of various Funds’ and/or other persons’ overall holdings, including relative market or industry exposure;

•

the size, liquidity and anticipated duration of the proposed investment;

•

tax, legal or regulatory considerations applicable to various Funds’ and/or other persons;

•

any contractual limitations of various Funds’ and/or other persons’ governing documents;

•

the proposed investment’s target rate of return;

•

the investment focus of one or more various Funds and/or other persons on a classification attributable to an investment or issuer or an investment, including, without limitation, investment strategy, geography, industry or business sector;

•

any opt-out, approval or similar rights which a Fund or other person may have;

•

the management of any actual or potential conflicts of interest;

•

the avoidance of odd lots or a de minimis allocations; and/or

•

any other factors or considerations deemed relevant by the Adviser.

In allocating investment opportunities among the Funds, the Adviser will not favor or disfavor, consistently or consciously, any Fund or class of Funds in relation to any other Funds. 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 in the case of an allocation of an investment to a coinvestor or a Co-Investment Vehicle will result in allocation on a non-pro rata basis and there can be no assurance that any Fund will participate in all investment opportunities that fall within its investment objectives. In addition, principal executive officers, members, employees and other personnel of the Adviser invest indirectly in and have been and may in the future be permitted to invest directly in Funds and may therefore participate indirectly in investments made by the Funds in which they invest. Such interests 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. With respect to allocating other expenses among Fund(s), Co-Investment Vehicles, Adviser Investors, Other Advisory Clients and/or Third Parties as appropriate, to the extent not addressed in the Organizational Documents of a Fund, the Adviser will make any such allocation determination in a fair and reasonable manner 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. Allocation of Co-Investment Opportunities and Secondary Transactions The Adviser will determine if the amount of an investment opportunity exceeds the amount the Adviser determines would be appropriate for the Funds (after taking into account any portion of the opportunity allocated by contract to certain participants in the applicable deal, such as cosponsors, consultants and advisers to the Adviser and/or the Funds or management teams of the

applicable portfolio investment, certain strategic investors and other investors whose allocation is determined by the Adviser to be in the best interest of the applicable Fund), and any such excess may be offered to one or more co-investors pursuant to the procedures included in such Funds’ Organizational Documents or, to the extent not addressed in such Funds’ Organizational Documents, in accordance with the following paragraphs. There may be circumstances where an 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 investment will in some instances 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. Subject to any Investment Allocation Requirements or other specific agreements with an investor, in general, (i) no investor in a Fund has a right to participate in any co-investment opportunity and investing in a Fund does not give an investor any rights, entitlements or priorities to, co-investment opportunities, (ii) decisions regarding whether and to whom to offer co-investment opportunities as well as the terms on which a co-investment is made, are made in the sole discretion of the Adviser or its related persons, (iii) co-investment opportunities have in the past and may in the future, and typically will, be offered to some and not to 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 coinvestment opportunities than other investors in the same Fund, with the same, larger or smaller capital commitments to such Fund, and (iv) certain persons other than investors in the Funds (e.g., other Funds managed by the Adviser, consultants, persons associated with a portfolio investment and other Third Parties), including persons who the Adviser believes will provide a benefit to a Fund and/or one or more portfolio investments or who provide a strategic sourcing or similar benefit to the Adviser, a Fund and/or a portfolio investment and one or more of their respective affiliates, due to industry or regulatory expertise or otherwise, have in the past and may in the future be offered co-investment opportunities, in the sole discretion of the Adviser or its related persons. To the extent any affiliate of the Adviser co-invests with a Fund, the Adviser may be presented with decisions involving circumstances where the interests of such co-investors are in conflicts with those of such Fund. Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). Additionally, non-binding acknowledgements of interest in co-investment opportunities are not Investment Allocation Requirements and do not require the Adviser to notify the recipients of such acknowledgements if there is a co-investment opportunity. However, the Adviser from time to time agrees to give

particular investors, Funds, or other third parties priority access to co-investment opportunities. The existence of such priority co-investment or other contractual access rights could affect the Adviser’s decision to offer certain opportunities for co-investment and could limit the ability of Funds or their investors to be offered certain co-investment opportunities. In exercising its discretion to allocate co-investment opportunities (including side-by-side coinvestment rights) with respect to a particular investment among the Funds and potential coinvestors, the Adviser will consider some or all of a wide range of factors, which include its own interests and/or one or more of the following: •

The Adviser’s evaluation of the size and financial resources of the potential coinvestment party and the Adviser’s perception of the ability of that potential coinvestment 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 co-investment 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 co-investment 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 investment or the possession of certain expertise by a potential coinvestment party and the potential co-investment party’s relationship with the management team of the potential portfolio investment and whether the potential co-investment party has any existing positions in the portfolio investment;

•

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

•

The ability of a prospective co-investor to provide a sourcing or other benefit to the Adviser and/or its affiliates;

•

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

•

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

•

The Adviser’s perception of whether the investment opportunity may subject the potential co-investment party to legal, regulatory, 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 investment post-closing;

•

The Adviser’s evaluation of whether the profile or characteristics of the potential co-investment 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); 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 sourcing, strategic 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 investing persons, including the Funds, potential co-investors, Adviser Investors and Third Parties, often will not result in

proportional allocations among such persons, and such allocations may 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. While the Adviser will determine 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. 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 co-investors a greater proportion of an investment opportunity than others as a result of these factors. The Adviser may seek to ensure that a Fund and co-investors participate in any investment (and any related transactions) on comparable economic terms to the full extent the Adviser determines appropriate in its discretion and subject to legal, tax, accounting, structural, regulatory, operational and/or other considerations or limitations and/or if the Adviser determines in its discretion that participation on different economic terms is advisable in order to facilitate a transaction. Investors should note, however, that participation by a Fund in certain investments on comparable economic terms with co-investors may not be appropriate in all circumstances and that such Fund may participate in such investments on different and potentially less favorable economic terms than such parties if the Adviser deems such participation as being otherwise in such Fund’s best interests (e.g., by allowing such Fund to participate in an investment in which it would otherwise not have been able to participate due to, among other reasons, required minimum commitment amounts). In the event the Adviser determines to offer an investment opportunity to co-investors, there can be no assurance that the Adviser will be successful in offering a co-investment opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for the Fund or that expenses incurred by the Fund with respect to the syndication of the co-investment will not be substantial, and the Funds bear the risk that any or all excess portion of an investment is not sold or is sold on unattractive terms. As an additional consequence, the Fund may bear the entire portion of any fees, costs and expenses related to such investment including, but not limited to, break-up fees and hold a larger than expected portion of such investment. An investment that is not syndicated to co-investors as originally anticipated could significantly reduce a Fund’s overall investment returns. Therefore, it is possible that a Fund that overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. Further, it is possible that a potential co-investment party may experience financial, legal or regulatory difficulties and may, from time to time, have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Fund and as a result, may take a different view from the Adviser as to appropriate strategy for an investment or may be in a position to take a contrary action to a Fund’s investment objective. In the event that the Adviser is not successful in offering a co-investment opportunity to potential co-investors, in whole or in part, the Fund may consequently hold a greater concentration and have exposure in the related investment opportunity than was initially intended, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto.

In order to facilitate an investment and/or for other purposes that the Adviser determines appropriate in its discretion, a Fund may make (or commit to make) an investment with a view to selling all or a portion of such investment to co-investors and/or other persons or entities, in each case, prior to or after making (or closing/settling) such investment. Such Fund will generally retain all net proceeds received in respect of any such investment during the period it holds such investment (unless the Adviser otherwise determines appropriate in its discretion); however, such Fund will bear the risk that any or all of such investment may not be sold as intended (or at the amounts intended) or may only be sold on less-favorable terms than initially expected (e.g., at prices lower than expected) due to, among other reasons, market events (or issuer-specific events) that occur during the period that such Fund is holding such investment. If (i) co-investors and/or other persons or entities choose not to participate in an investment or (ii) such investment is not ultimately consummated, and unless otherwise agreed with such co-investors and/or other persons or entities, such Fund will bear its pro rata share of the entire amount (including any amount otherwise allocable to any such co-investors and/or other persons or entities) of any break-up fees or broken deal expenses or other fees, costs and expenses related to such investment. In addition, subject to the terms of the applicable governing documents, such Fund may borrow to fund the portion of an investment that it intends to sell to co-investors and/or other persons or entities. If the prospective co-investors and/or other persons or entities do not ultimately acquire all or any portion of such investment (or if they do not agree to reimburse such Fund for such borrowing costs even if such investment is ultimately acquired), such Fund will bear the interest and other expenses relating to a borrowing it incurred only for purposes of acquiring a larger-than-desired portion of such investment. Any investment that a Fund acquires with the intent to sell all or a portion of such investment to co-investors and/or other persons or entities, will be sold on such terms and conditions and at such price as the Adviser (or an affiliate thereof), in its discretion, determines to be equitable, which determination, with respect to price, may include the original cost price (with or without interest) or at the fair value of such investment (or portion thereof) as of the date of such sale, subject to the terms of the governing documents of such Fund. Such Fund, whether as a buyer or seller of an investment described in this paragraph, will bear the risk that its sale or acquisition (as applicable) of such investment will be at a price that does not reflect the then-current value of such investment. As a consequence of all of the foregoing considerations, such Fund may hold a larger portion than expected in an investment and/or may realize lowerthan-expected returns from an investment. The Adviser or its affiliates from time to time establish dedicated Co-Investment Vehicles for specific investors in order to facilitate investments by the relevant investors as co-investment parties alongside a Fund. 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 Organizational 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:

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

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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 a 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;

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

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

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

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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 Organizational 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 committee approval for pricing or other terms. Secondary transfers can occur in a variety of situations, including where an investor 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, its affiliates, personnel and/or other related persons can create conflicts, including pricing and valuation judgments (including transactions at discounts to NAV without market checks), information asymmetries, allocation of opportunities and expenses, effects on

management 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 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 Organizational Documents or law (including for General Partner or affiliate, principal, or agency-cross transactions). Other Strategies The Adviser or its affiliates has in the past pursued and continues to pursue investment strategies that it believes are complementary to the Adviser’s businesses, including, but not limited to, debt financing investments (e.g., bank loan participations or assignments, bonds, mezzanine debt or similar investments), including, without limitation, minority investments in or related to the debt financing of a portfolio investment of a Fund (subject to the restrictions set forth in the Organizational Documents for the applicable Fund), which would raise the conflicts described in the following paragraph. Further, pursuing such alternative investing strategies that differ from those of a Fund creates conflicts of interest between the Funds, and among such Fund and the Adviser’s affiliates that invest in such securities. If such complementary investing strategies are pursued, there will be a conflict of interest in the allocation of investment opportunities among a Fund and such affiliates. In such event, the Adviser will evaluate for such Funds or such affiliates a variety of factors which may be relevant in determining whether a particular investment opportunity is appropriate and feasible for each such Fund or such affiliates, including the nature of the investment opportunity taken in the context of market conditions at the time, consistent with the Organizational Documents for the applicable Funds, and consistent with the allocation policies and procedures adopted by the Adviser. Conflicts Related to Purchases and Sales Conflicts arise when a Fund makes investments in conjunction with an investment being made by other Funds or in a transaction where another Fund has already made an investment. Certain Funds are expected to invest or propose to invest in the same portfolio investment. Such investments may be made in the same or similar securities or different securities as held by any of the Funds, but acquired at different times at lower or higher prices. Investment opportunities are, from time to time, appropriate for more than one Fund at the same, different or overlapping levels of a portfolio investment’s capital structure. Certain Funds may invest in a broad range of asset classes throughout the corporate capital structure. These investments include investments in corporate loans and debt securities, preferred equity securities and common equity securities. As a result, a Fund may invest in investments or other issuers in which the other Funds may invest in different parts of the capital structure. Such investments may also be in securities that differ significantly from the securities held by a Fund, including with respect to seniority, dividends, voting rights and participation in liquidation proceeds. Conflicts arise in determining the terms of investments, particularly where these Funds may invest in different types of securities in a single portfolio investment. 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 investment, 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, where the Adviser invests on behalf of multiple Funds in the same debt or equity security or other debt obligation, one Fund may not be able to sell its position in that security or obligation at a time that may be the most advantageous to such Fund to do so, as the investment is managed by the Adviser not only on behalf of such Fund, but on behalf of all of the Funds on whose behalf the Adviser manages such investment. 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 investment’s capital structure. Please refer to “Conflicts Relating to the Adviser” for additional conflicts of interest. In the event that one Fund has a controlling or significantly influential position in a portfolio investment, it will have the ability to elect some or all of the board of directors of such a portfolio investment, 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 investment that do not have the same level of control or influence over the portfolio investment. Certain Funds from time to time invest in bank debt and securities of companies in which other Funds 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 investment. In the event that such investments are made by a Fund, the interests of such Fund will, at times, conflict with the interest of such other Fund, particularly in circumstances where the underlying company is facing financial distress. In such instances, it may be in the best interest of the Fund holding debt securities to declare a default, accelerate a loan or take other protective actions, while such actions would harm another Fund’s equity investment in the portfolio investment. The involvement of such Funds 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. Furthermore, if the Adviser becomes a member of a creditors’ committee in connection with certain loan positions held by a Fund, it may be restricted from trading securities of the same issuer for other Funds. There can be no assurance that the terms of or the return on a Fund’s investment will be equivalent to or better than the terms of or the returns obtained by the other Funds participating in the transaction. This may result in a loss or substantial dilution of a Fund’s investment, while another Fund recovers all or part of amounts due to it. Similarly, the Adviser’s ability to implement a Fund’s strategies effectively may be limited to the extent that contractual obligations entered into in respect of the activities of the other Funds impose restrictions on the Fund engaging in transactions that the Adviser may be interested in otherwise pursuing.

If a Fund purchases in the secondary market at a discount debt securities of a company in which a Fund has, for example, a substantial equity interest, (a) a court might require a Fund to disgorge profit it realizes if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities, or (b) a Fund might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt. The effect of these transactions will vary from jurisdiction to jurisdiction. If additional capital is necessary as a result of financial or other difficulties of a portfolio investment, 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. 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. In addition, a conflict will arise in allocating an investment opportunity if the potential investment target could be acquired by either a Fund or a portfolio investment of another Fund. Investments by more than one Fund of the Adviser in a portfolio investment also raise the risk of using assets of a Fund of the Adviser to support positions taken by other Funds of the Adviser, or that a Fund may remain passive in a situation in which it is entitled to vote. The Adviser may also express inconsistent or contrary views of commonly held investments or of market conditions more generally. There may be differences in timing of entry into, or exit from, a portfolio investment 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) invests in the same portfolio investment, there can be no assurance that such parties will dispose of investments at the same time or on the same terms and the Adviser is not required to dispose of investments held by more than one Fund at the same time or on the same terms. For example, because the Adviser has an incentive to show realized returns in connection with other fundraising activities (including fundraising for a successor fund) and because one Fund’s term may expire before the end of another Fund’s term, such Funds may dispose of the investment at different times. 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 in-kind) which may impact the realized return ultimately received by each Fund. Each Fund will act in their best interests and may take actions that are adverse to the interests of another Fund. A Fund may invest in opportunities that other Funds have declined, and likewise, other Funds may decline to invest in opportunities in which such Fund has invested. Additionally, the Adviser may consider and reject an investment opportunity on behalf of a Fund and may subsequently determine

to have a different Fund make an investment in the same company. A conflict of interest arises because one Fund will, in such circumstances, benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the other Fund considering the investment. In such circumstances, the benefitting Fund or Funds will not be required to reimburse such Fund for expenses incurred in connection with researching such investment. Subject to a Fund’s Organizational Documents, the Adviser is expected to conduct a Fund’s investment program in a manner that is similar (or in some cases, substantially similar) to, or overlapping with, the investment programs of certain other Funds. A Fund is expected to co-invest with, or, at times, invest on a side-by-side basis with, one or more other Fund(s), including through master, joint or commingled accounts or investment vehicles. In addition, certain Funds have in the past and may in the future sell down interests in investments to other Funds. However, there are, or may be, differences among the Funds with respect to investment objectives, investment strategies, investment parameters and restrictions, hedging strategies, portfolio management personnel, tax considerations, liquidity considerations, legal and/or regulatory considerations, asset levels, timing and size of investor capital contributions and redemptions or withdrawals, cash flow considerations, market conditions, considerations related to existing exposures to an issuer or security and other considerations deemed relevant by the Adviser and its affiliates (the nature and extent of such differences, if any, will vary from Fund to Fund), which, as applicable, will cause variation among the investment portfolios of the Funds and in the allocation of investment opportunities among the Funds. In addition, certain investments (e.g., odd lots, investments with limited capacity and/or stub pieces) may not be feasible to allocate to the Funds. Given the foregoing considerations, there may be circumstances where: (i) two or more Funds participate in parallel investment transactions; (ii) the level of participation by the Funds in parallel investment transactions is not on a pro rata basis; (iii) the terms of parallel investment transactions vary between and among the Funds; (iv) the Funds effectively engage in opposite transactions with respect to a particular investment (e.g., a Fund buys an investment and one or more other Funds sell the same investment and/or a Fund takes a “long” position in an investment and one or more Funds take a “short” position with respect to the same investment); and/or (v) investment transactions between and among the Funds vary in other respects. Such non-parallel and/or nonpro rata investment transactions between or among the Funds will be made at the discretion of the Adviser and its affiliates, including, without limitation, when deemed: (1) appropriate because of the differences between the clients involved (or the terms applicable to the Funds) and/or (2) otherwise to be in the interests of the clients involved. In addition, there may be circumstances where the Funds participate in the same investment, but either (A) a Fund does not enter into certain hedging transactions entered into by such other Fund(s) with respect to such investment or (B) a Fund enters into certain hedging transactions not entered into by such other Fund(s) with respect to such investment. Finally, in certain circumstances, if more than one Fund is participating in an investment, one Fund may 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 benefiting one Fund or the Adviser at the expense of another Fund. The application of a Fund’s Organizational 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. Employees and related persons of the Adviser and its affiliates have made or may make capital investments in or alongside certain Funds, and therefore often 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. From time to time the Adviser may, in its discretion, enter into transactions with investors in one or more Funds, prospective investors in a Fund, co-investors, Adviser Investors or Third Parties to dispose of, or “sell down,” 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 Organizational Documents of the applicable Fund(s), or to the extent not addressed in the Organizational Documents of the applicable Fund(s), the Adviser may consider some or all of the factors listed above under “Allocation of Co-Investment Opportunities and Secondary Transactions.” 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, and 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 committee approval or to seek the highest available price, which means the Adviser may not obtain the highest price for the transaction. Furthermore, subject to the Organizational Documents, the Adviser may charge (or may decide not to charge) a purchasing party interest costs which would typically relate to the time period which may begin on the closing date of the applicable Fund’s portfolio investment, the date on which the purchasing party was offered the opportunity to participate in the investment, the date on which the purchasing party indicated its agreement to participate, or another date determined by the Adviser, and may end on the date of the transfer of interests in such portfolio investment to the applicable purchasing party (in each case, with the applicable time period to be as determined by the Adviser in its sole discretion). 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. In any such instance, fees or commissions received by the Adviser would typically be categorized as an Other Fee as described above. 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). 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 investment, 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 investment 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’ Organizational Documents or otherwise), such Co-Investment Vehicles are generally not direct parties to the equity commitment arrangements or guarantees and, in any event, are 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 or entities with which it has a strategic relationship for sourcing and/or other purposes through partnerships, joint ventures or other similar entities or arrangements and in connection therewith receive performance-based compensation from vehicles through which the partnerships, joint ventures or other similar entities or arrangement invest. The Funds may also hold certain investments through investment vehicles managed in whole or in part by Third Parties where the Adviser determines this is necessary or appropriate due to investment, regulatory or similar reasons. These investments may 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 may have differing economic or business goals than those of the Fund, or that the Third Party may be in a position to take actions that are inconsistent with the investment objectives of the Funds. There may also be instances where the Funds will be liable for the actions of such Third-Party coinvestors. 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. Any compensation of such Third Parties will not offset fees paid to the Adviser. Conflicts Related to Continuation Transactions As described above, the Adviser has in the past established, and may, from time to time in the future, establish, Continuation Vehicles for the purpose of purchasing one or more investments from a Fund and/or for the purpose of purchasing one or more investments from one Fund (often where the selling Fund is approaching the end of its term) in connection with or alongside another Fund making an investment (such transactions, “Continuation Transactions”). As part of a

Continuation Transaction, the selling Fund’s partners from time to time may be, and have in the past been, given an election to rollover their existing Fund investment into a new investment vehicle through which they continue to invest in the underlying portfolio investment or investments together with the purchasing Continuation Vehicle and, where applicable, Funds. Furthermore, from time to time an investor will be required to participate in a Continuation Transaction even if such investor does not desire to participate in a Continuation Vehicle and a Continuation Transaction may occur at a time when an investor would have preferred to maintain its interest in such portfolio investment through the selling Fund. The affiliated nature of these transactions and the Adviser’s involvement with both the selling and purchasing entities give rise to conflicts of interests, including those discussed below under “Cross Transactions.” In addition, the Adviser has an incentive to maximize the purchase price for the investments on behalf of the selling Fund which would benefit the Adviser by potentially making it more likely that the Adviser will earn Carried Interest (or will earn more Carried Interest) with respect to the selling Fund to the detriment of a purchasing Fund and/or Continuation Vehicle. Furthermore, following a Continuation Transaction, the Adviser will from time to time be entitled to receive Advisory Fees and potentially Carried Interest with respect to the purchasing Continuation Vehicles and/or Fund(s), which it would not receive if the investments were sold to an unrelated third party. Accordingly, a Continuation Transaction benefits the Adviser because it may receive an aggregate amount of fees and Carried Interest greater than it otherwise would have received in a sale transaction to an unrelated third party. A Continuation Transaction also gives rise to conflicts relating to the initial allocation of the transferred investments. A Continuation Vehicle and/or purchasing Fund’s investment may be subject to allocations elected by limited partners in the selling Fund which will reduce the portion of an investment available to such Continuation Vehicle and/or purchasing Fund(s). Where the purchase is made by a Continuation Vehicle together with another Fund(s), the Continuation Vehicle may be subject to certain minimum allocation requirements, which would reduce the portion of the investment available to such other purchasing Fund(s). As a result, in each case the Continuation Vehicle and, where applicable, purchasing Fund(s) may be allocated a smaller or larger amount of an investment than the Adviser originally anticipated. Furthermore, it is possible that new limited partners will be subscribing for interests in the Continuation Vehicle (“New Limited Partners”) alongside limited partners that will be rolling their interests in the underlying portfolio investments (“Rolling Limited Partners”), which could result in dilution of Rolling Limited Partners’ indirect interests in the relevant underlying portfolio investments and could adversely affect returns to such Rolling Limited Partners. In addition, New Limited Partners may participate in a Continuation Vehicle on terms that are more favorable than the terms offered to the Rolling Limited Partners. As a consequence of the potential for New Limited Partners to be offered preferred economics in the Continuation Vehicle, the amount and timing of returns to a Rolling Limited Partner from a Continuation Vehicle may not be the same as those for the New Limited Partners. Further, there is no other third-party market check or bidding process involved in a Continuation Transaction. Accordingly, the consideration paid by a Continuation Vehicle and, where applicable, such other purchasing Fund(s), may be more or less than what the transferred investments are ultimately worth had they been sold to one or more other buyers in one or more separate transactions, including an outright sale to a third party.

Following a Continuation Transaction, a Continuation Vehicle may be invested in the same portfolio investment as other Fund(s). Investments in the same portfolio investment give rise to the conflicts of interest discussed above in “Conflicts Related to Purchases and Sales.” Furthermore, as part of a Continuation Transaction, one or more Continuation Vehicles and/or Fund(s) may be required to exit an investment at the same time and on the same terms. As a result, liquidity decisions may not be made in the best interest of each Continuation Vehicle and/or Fund and there can be no assurance that the return of a Continuation Vehicle and/or Fund would be equal to and not less than another Continuation Vehicle and/or 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, a Fund may 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, its affiliates and/or their professionals (i) will, from time to time, 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 affiliates receive management or other fees in connection with their management of the relevant Funds involved in such a transaction, and also are generally 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 investment 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 investment 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 investment 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 investment

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’ Organizational Documents and to the extent not addressed in the applicable Organizational Documents based on an allocation that the Adviser deems in good faith to be fair and reasonable. In addition, from time to time, a Fund may participate in a cross trade where it sells or buys a security or obligation that was originated by another Fund. In the event of such a cross trade in respect of an originated investment, the price paid by the applicable Fund in connection with such cross trade will determined based on the requirements in such Fund’s Organizational Documents. In addition, the price paid for any such cross trade in respect of an originated investment, as the Adviser determines to be appropriate in its discretion, may be (but is not required to) approved or disapproved by an independent client representative or similar person appointed to act on behalf of the applicable Fund(s). In some situations, the purchasing Fund may be acquiring the asset alongside a third-party buyer, in which case the price paid by the purchasing Fund in the cross trade may reflect a price that was negotiated with such third party. The Adviser will face a conflict of interests in the valuation of any securities or obligations that will be subject to such cross trades, given the potential impact of such valuations on (i) the Advisory Fee, the Carried Interest distributions and a Fund’s performance results and (ii) the Advisory Fee, the Carried Interest distributions and the performance results of the other applicable Fund(s). Such conflict of interests will be particularly pronounced in situations where, for a specific cross trade, the Advisory Fee or Carried Interest distribution terms in the Organizational Documents of a Fund are preferential to the Advisory Fee or Carried Interest distribution terms in the Organizational Documents of the other applicable Fund(s), or vice versa. In addition, a heightened conflict of interests exists in circumstances where a Fund’s investment strategy is or includes originating securities or obligations and then selling such securities or obligations primarily to other Funds (as well as thirdparty purchasers), and, accordingly, such strategy may, at least in part, be dependent on the existence and ability of other Funds (or third-party purchasers) to purchase such securities or obligations from the originating Fund. The Adviser will be incentivized to sell a security or obligation originated by a Fund to other Funds at a price that is no less than the fair market value at the time of origination. 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 Organizational Documents of certain Funds and their associated parallel fund(s) may provide for the rebalancing of investments at certain times and at a cost set forth in those Organizational Documents so that these Funds’ resulting ownership of investments is generally proportionate to the relative capital commitments of the Fund and such parallel fund(s)). To the extent such matters are not addressed in the Investment Allocation Requirements, the Adviser’s Chief Compliance Officer, in consultation with the Adviser’s Chief Operating Officer, 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 investment 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. Section 206(3) also generally applies to any investment vehicle that is more than 25% owned by an adviser, its employees or affiliates. In connection with the Adviser’s management of the Funds, the Adviser and its affiliates may engage in principal transactions. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the applicable Fund(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. 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, overlapping with, or different from (and potentially conflicting with), 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” 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 or overlapping strategies will not hold the same securities or achieve the same performance. In addition, a Fund will generally 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 often result in variations with respect to price, leverage and associated costs of a particular investment opportunity. In addition, it is expected that employees of the Adviser responsible for managing a particular Fund will have responsibilities with respect to other Funds managed by the Adviser, including funds that may be 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 officers and employees. These officers and employees 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, from time to time, consider, and reject an investment opportunity on behalf of one Fund and, the Adviser or an affiliate of the Adviser may subsequently determine to have another Fund or fund of the Adviser’s affiliate make an investment in the same company. A conflict of interest arises 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 may, 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.” Conflicts of interest arise in connection with such a reallocation, including those set forth above under “Allocation of 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 can be expected to occur after a significant period of time has passed and the Fund to which the investment was originally allocated has incurred substantial out-ofpocket 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 out-of-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, 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 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 addition, the Adviser receives and/or generates various kinds of portfolio investment 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, sustainability 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 portfolio investment (or prospective portfolio investment). As a result, the Adviser is better able to anticipate macroeconomic and other trends and financial opportunities, enhance and improve operations of portfolio investments and otherwise develop investment strategies. 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 investment 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 investment’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 investment, without compensation or benefit to such Fund or its portfolio investments. Further, data is expected to be aggregated across the Funds and their respective portfolio investments 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

investment of one Fund with a portfolio entity of another Fund, which may increase a competitive disadvantage for, and indirectly harm, such portfolio investment. Portfolio investments may incur incremental expenses in collecting and organizing information requested or required to be furnished to the Adviser (which expenses are indirectly borne by the Funds). The Adviser has in the past entered into and is likely in the future to enter into information sharing and confidentiality arrangements with portfolio investments and other sources of information that may limit the internal distribution and use of such data. The Adviser in certain instances uses 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 portfolio investments 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, anti-competition 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 has in the past utilized and is likely in the future to 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 investments 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 investments. 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 investment 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. 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 investment in which another Fund has previously invested. In addition, a Fund may participate in re-leveraging and recapitalization transactions involving portfolio investments in which another Fund has already invested or will invest. Conflicts of interest often 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 investment 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 investment acquired from the original Fund’s ownership of interests in the portfolio investment. 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 investment in which another Fund invests at a later stage may be made at a higher or lower valuation than the portfolio investment by such other Fund and an investment by one or more other Funds in any such portfolio investment may dilute the original Fund’s interest in such portfolio investment. 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 and may in the future, in its discretion, contract with any related person of the Adviser (including but not limited to a portfolio investment of a Fund) 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. The Adviser has in the past and may in the future, in its discretion, recommend to a Fund or to a portfolio investment 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 investment of a Fund) 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. 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 investments 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. It is also possible that the Adviser, in its sole discretion, later determines that such a company is a suitable investment for a Fund due to developments with respect to the securities, or a Fund’s portfolio or, subject to the terms of the Organizational Documents, changes to the Adviser’s investment approach. In such a circumstance, a Fund may invest in the company even though Adviser Personnel already hold interests in it, and, subject to the Adviser’s pre-clearance policy, Adviser Personnel will be permitted to buy additional interests, maintain their interests, either concurrently or subsequently, even if such investment limits a Fund’s desired allocation, or sell their interests, in each case without regard to the actions of a Fund. Adviser Personnel holding an investment for their own account in a portfolio investment that is later determined to be suitable or appropriate for a Fund may also participate in making such determination and may and frequently will be involved in recommending the investment to a Fund. This presents various actual and potential conflicts of interest, including without limitation because the Adviser Personnel would have independent financial, relationship-driven or other interests in causing a Fund to invest in that opportunity (potentially at a higher price or with worse terms than in the absence of such conflicts), and the Adviser Personnel’s investment or relationships may be enhanced as a result of such Fund’s investment. The Adviser, its affiliates, and members, officers, principals and employees of the Adviser and its affiliates, have in the past and may in the future buy or sell securities or other instruments that the Adviser has recommended to Funds. Officers, principals and employees of the Adviser may also buy securities in transactions offered to but rejected by Funds. Such transactions are subject to the policies and procedures set forth in the Adviser’s Code of Ethics 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. If officers, principals and employees of the Adviser have made large capital investments in or alongside the Funds they will have conflicting interests with respect to these investments. 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. In addition, Funds from time to time invest in securities of companies in which officers, principals, employees and other related persons of the Adviser and its affiliates have previously invested for their own accounts. Furthermore, officers, principals, employees 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 officers and employees of the Adviser generally align the interests of such persons with those of the Funds, such persons may have interests that differ from those of the Funds 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 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. Because certain expenses are paid for by a Fund and/or its portfolio investments or, if incurred by the Adviser, are reimbursed by a Fund and/or its portfolio investments, the Adviser may not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio investments to incur) such expenses. A Fund may, from time to time, lend certain amounts to the Adviser and its affiliates with respect to its pro rata share of an investment in those circumstances in which such Fund is borrowing with respect to the investment on a short term basis. In such circumstances, the Adviser will ensure that any such lending by the Fund is made on a short term basis (based on the Adviser’s reasonable belief at the time the investment is made), and is on terms no more favorable to the Adviser than those applicable to the Fund’s borrowing terms. In addition, officers and employees may also buy securities and hold interests as passive investors in other investment vehicles (including private equity 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. 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 investments as the Funds and there may be situations in which such investment vehicle purchases securities from, or sells securities to, a Fund. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Funds. 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. The transactions described above are subject to the policies and procedures set forth in the Adviser’s Code of Ethics and investors will not benefit from any such investments. 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 investments. Moreover, in certain instances, the Funds or the portfolio investments 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. 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’ Organizational Documents will not preclude Funds from undertaking any of these investment activities or transactions. From time to time, Adviser Personnel may invest in funds or other entities managed by limited partners 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 investments. 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 The Adviser faces conflicts of interest when its Advisory Fee is based on invested capital. Specifically, 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 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. Also, invested capital will typically include the value of capitalized transaction fees and other fees, expenses and costs, including such capitalized fees, expenses and costs payable or reimbursable to the Adviser and its affiliates (which may, on occasion, include monitoring fees). The Adviser and its affiliates are incentivized to have such amounts be capitalized into the cost of a transaction, not only to avoid having portfolio investments pay such amounts out of available operating cash, but also to increase the base on which future Advisory Fees will be calculated. The Adviser has discretion in determining whether and when an investment is an Impaired Investment, which impacts the calculation of Advisory Fees. As provided in the Funds’ Organizational Documents, following the investment period of a Fund, the Advisory Fees with respect to such Fund are typically calculated based on invested capital or the cost basis of investments, which is reduced by value of any Impaired Investments. Such determination is inherently subjective, 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 writing off or permanently writing down investments in order to ensure the

Advisory Fee base does not decrease, which would result in higher Advisory Fees ultimately paid to the Adviser. In general, the Adviser evaluates several criteria in determining whether to write off or permanently write down 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, anticipated recovery path for the investment, the total capital realized from the investment to date, whether a particular asset is a portion of the same investment or series of investments and whether the issuer continues to meet certain types of contractual obligations. 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 off or permanently written down. As a result, the Adviser is permitted to determine that even extremely distressed investments should not be written off or permanently written down. There can be no assurance that an investment, in hindsight, should have been written off or permanently written down or should have been written off or permanently written down at an earlier date. The decision to write off or permanently write down an investment will typically be made at the investment level as opposed to the company level, and the Adviser may apply a permanent and material impairment in value for all investments in a company or only certain investments made in a company. For example, certain investment rounds may consist of securities that carry a liquidation preference or debt-like securities, which may not have a permanent and material impairment in value at the same time or in the same manner as common stock. Further, the Adviser may make a partial permanent and material impairment in value on an investment, which means the investment is permanently written down below its cost basis, but is not written down to zero. The Advisory Fee is also subject to reduction for certain realization events. It may not always be clear what constitutes a “realization event”, particularly in connection with dividend distributions, distributions made in connection with recapitalizations and similar distributions (collectively, “Recap Distributions”). The Adviser evaluates several criteria in determining whether to classify a Recap Distribution as a realization event in its sole discretion. There can be no assurance that an investment, in hindsight, should have been determined to have had a realization event as a result of a Recap Distribution. The Adviser has the discretion to determine Recap Distributions to be realization events when returning capital in respect of a Fund’s waterfall and calculating the Advisory Fee. The exercise of discretion in determining whether a realization event has occurred by the Adviser therefore may create an incentive for the Adviser to either designate a Recap Distribution to be a realization for purposes of the Fund’s waterfall so the Adviser may be entitled to carried interest earlier, or not designate a Recap Distribution to be a realization to avoid reducing the Advisory Fee so that the Adviser will be in a position to receive a higher Advisory Fee until the asset has been disposed of. In addition, where the Organizational Documents do not require Advisory Fees to be reduced in connection with distributions (including those arising from dividend recapitalizations), reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, the Adviser is incentivized to pursue such transactions as opposed to other types of transactions, such as full dispositions. that do reduce the Advisory Fee base.

Additionally, as discussed above in Item 6, the General Partners of many Funds are entitled to Carried Interest under the terms of the Organizational Documents of such Funds. Such General Partners are affiliates of the Adviser. The existence of the General Partners’ Carried Interest creates an incentive for the General Partners 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 obligation of the General Partner to return excess distributions (as described below) and the fact that the preferred return is calculated on an aggregate basis reduces the incentive to make speculative investments or otherwise time the sale of an investment in a manner motivated by the personal benefit of the Adviser’s personnel. Pursuant to the Organizational Documents, the General Partner may be required to return excess distributions of Carried Interest. This obligation to return excess distributions may create an incentive for the General Partner to defer disposition of one or more investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to the Fund or would otherwise result in receipts of excess distributions by the General Partner. Pursuant to the Organizational Documents, the General Partner may elect to receive its Carried Interest in the form of an in-kind distribution of securities of a portfolio investment, 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). The ability of the General Partner to act in its own interest with respect to such distributed shares creates a conflict of interest between the General Partner 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. 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, to pay Advisory Fees, to make or facilitate new or followon investments (including borrowings pending receipt of capital contributions from investors), to make payments under hedging transactions or to cover any shortfall resulting from an investor’s default or exclusion. If a Fund borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be used for all partners in such Fund on a pro-rata basis, including the General Partner. The Funds will also utilize credit 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. Any co-investment parties participating in an investment are not expected to bear their pro rata share of expenses relating to the credit facility used for making an investment (including, without limitation, interest expenses, origination and other costs). As a result, a Fund is expected to bear a disproportionate amount of the expenses incurred in connection with the extension of credit (which shall, for the avoidance of doubt, relate to the period of time as determined by the Adviser in its sole discretion). In addition, because co-investment parties and

the General Partner are not expected to be parties to the credit facility, the Fund will bear a disproportionate amount of the credit risk incurred with respect to 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 investments 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 investment and any of its other investors (including direct investments by the General Partner and any co-investor, including Co-Investment Vehicles) benefit from the credit risk taken by the Fund’s guarantee. 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 the line of credit of which is being utilized. To the extent the Fund uses borrowed funds in advance or in lieu of capital contributions, the Fund’s investors generally make correspondingly later capital contributions, but the Fund will bear the expense of interest on such borrowed funds. As a result, the Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and generally make net IRR calculations higher than they otherwise would be without fundlevel borrowing as these calculations generally depend on the amount and timing of capital contributions. For certain Funds, the interest will accrue on any such outstanding borrowings at a lower rate than any preferred return, which will begin accruing after 120 days from when such borrowing was made, or repay borrowings used to fund such investments, are actually made to the relevant Fund. Thus, while the Fund will bear the expense of borrowed funds, such borrowings can also increase the Carried Interest received by the Fund’s General Partner or will result in the Fund’s General Partner receiving Carried Interest earlier than it would otherwise have, by decreasing the amount of distributions from the Fund that are required to be made to Fund investors in satisfaction of any preferred return. 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. In addition, 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. 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.

Moreover, the existence of a subscription facility may impair an investor’s ability to transfer its interest in a Fund as a result of restrictions imposed on such transfers by the lender. Borrowing by the Fund will generally be secured by capital commitments made by the limited partners to the Fund and/or by the Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the investors may be subordinated to such Fund-level borrowing. Moreover, tax-exempt investors should note that the use of borrowings by the Fund may cause the realization of UBTI. Leverage Below a Fund Although it presents many of the same risks as Fund-level borrowing, indebtedness of entities other than a Fund is typically not treated as Fund-level borrowing for purposes of the Funds’ Organizational Documents, even if the special purpose vehicles or other entities incurring 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, these borrowings are not typically subject to the same limitations on Fund-level borrowing as are set forth in the relevant Fund’s Organizational Documents. Since the Adviser has more flexibility to engage in these structures, and such borrowings are not subject to similar limitations, the Adviser has an incentive to incur significant leverage at the level of special purpose vehicles or other entities beneath a Fund. 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 will not receive compensation for bearing such risks for other such Funds or special purpose vehicles or other entities. For example, certain 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 is 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 Organizational Documents. Additionally, a Fund is expected to 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 investment at a certain time or upon the occurrence of a certain event. Although in many cases the Organizational 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 Organizational Documents. Additionally, letters of credit and/or other guarantees or forms of credit support are not subject to any limitation on indebtedness or any other limitation in the Organizational Documents. 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 Partners) 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 or its affiliates, including with respect to the nature or structuring of investments, that are more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for a Fund, the Adviser and its affiliates will consider the investment and tax objectives of the applicable Fund, not the investment, tax or other objectives of any investor individually. Business with Portfolio Investments, Investors and Prospective Investors Given the collaborative nature of the Adviser’s business and the portfolio investments in which the Funds have invested, there are often situations where the Adviser is in the position of recommending portfolio investment services to other portfolio investments of the Funds or the Adviser or which may involve fees, commissions, servicing payments and/or discounts to the Adviser, an affiliate, or a portfolio investment. The Adviser has 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 investments of the Funds, while the products or services recommended may not necessarily be the best available to the portfolio investments held by the Funds. The benefits received by a portfolio investment providing a service may be greater than those received by the Fund(s) and its portfolio investments receiving the service. The Adviser generally has an incentive to recommend the products or services of certain investors in the Funds or prospective investors, certain Third Parties or their related businesses to the Funds or their portfolio investments for use or purchase, even though the products or services recommended may not necessarily be the best available to the Funds or the portfolio investments. Portfolio investments controlled by a Fund may provide services to the Adviser, its affiliates, Adviser Personnel, certain Fund investors or prospective investors. This creates a conflict of interest, as the Adviser may have an incentive to cause the portfolio investment to favor itself, its affiliates, Adviser Personnel or those investors or prospective investors relative to other portfolio investment clients or customers in terms of pricing or otherwise, which could adversely affect the

portfolio investment’s profitability to the Fund. Additionally, the portfolio investment could recommend to its clients or customers that they invest in a Fund. Current and former founder and prospective founders, officers and executives and other affiliates of portfolio investments have invested and likely will continue to invest in a Fund. While the Adviser believes this aligns portfolio investment 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 investment in order to maintain the goodwill with such portfolio investment management team investor or other affiliate of the portfolio investment 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 investments of the Funds or of other private funds, and executives of the banks and other lending institutions that provide financing to the portfolio investments of the Funds will under certain circumstances lead to conflicts of interest, including conflicts of interest with respect to portfolio investments 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 investment and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Fund over another Fund. It is possible that a Fund’s portfolio investment may compete with, be a customer of, or be a service provider to, another Fund’s portfolio investment. In providing advice to a portfolio investment’s business, the Adviser may consider the interests of one portfolio investment or Fund and is not obligated to, and need not, take into consideration the interests of the other portfolio investments 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 investment may have adverse consequences to the portfolio investment owned by another Fund. The performance and operations of a competitor, customer or service provider portfolio investment could conflict with, and adversely affect the performance and operations of another portfolio investment, or could adversely affect prices, business opportunities or potential acquisition opportunities. For instance, a portfolio investment may seek to expand its market share at the expense of another portfolio investment, withdraw business from another portfolio investment 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 investment, commence litigation against another portfolio investment, or prevent one portfolio investment from commencing litigation against another portfolio investment. From time to time a Fund’s portfolio investment will be counterparties or participants in agreements, transactions or other arrangements with other portfolio investments 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. In addition, certain portfolio investments controlled by a Fund have in the past, and may, from time to time in the future, engage in activities that could adversely affect another Fund and/or its

portfolio investment, including, for instance, as a result of laws and regulations of 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 investment being used to satisfy the obligations or liabilities of another Fund or its portfolio investment. A Fund in certain circumstances may make loans to a portfolio investment 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 may cause a Fund to transact with a portfolio investment of the Fund or another Fund, including purchasing an asset from, or selling an asset to, a portfolio investment. This creates a conflict of interest as the interests of the purchasing or selling Fund differ from those of the counterparty portfolio investment. A Fund’s portfolio investments may be counterparties or participants in agreements, transactions or other arrangements with portfolio investments of other Funds managed by the Adviser that, although the Adviser determines to be consistent with the requirements of such Funds’ Organizational Documents, may not have otherwise been entered into but for the affiliation with the Adviser, and which may provide economic or other benefits to affiliates of the Adviser that are not subject to the Advisory Fee offset provisions described herein. For example, the Adviser has caused in the past and may in the future cause portfolio investments 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 investments 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 investments 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 investment, including related to a portion of the savings achieved by the portfolio investment. 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 investments due to increased access to quality products and services at beneficial pricing and the Adviser’s conflicts relating to such arrangements are mitigated because the Adviser only benefits at the same rate as the portfolio investments. 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 investments. Certain members of a Main Fund’s advisory committee are, or in the future may be, officers or directors of, or otherwise affiliated with, investors in a Fund. The General Partner of a Fund may

from time to time utilize the services of investors and their affiliates on an arm’s length basis with commercially reasonable terms, as it deems appropriate. The Adviser and its affiliates may, from time to time, hire part-time or full-time employees (including interns) who are relatives of, or are otherwise associated with an investor, portfolio investment, former portfolio investment, investment target, 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 investment 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 various 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, software licensing, depository, data processing, client relations, administration, appraisal, custodial, subcustodial, marketing and marketing-reviews, accounting, legal, valuation, human resources, client services, compliance, cybersecurity, corporate secretarial, director services, tax support 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 in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider in the future and the Adviser has no obligation to inform such 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 other services provided by such third parties. The costs, fees and expenses of any such third-party service providers will be borne by the Funds to the extent permitted by the applicable Organizational Document. The Adviser and/or its affiliates may engage certain service providers to provide services to the Adviser, the Funds and/or the portfolio investments, of the Funds, including services in the due diligence and acquisition 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) to the Adviser, the Funds, the

portfolio investments and/or businesses that are competitors of the Adviser. 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, enhanced information or other terms with respect to its investment in a Fund, 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 investment 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, employees of the Adviser or its affiliates, and/or their family members or relatives, may have ownership, employment or other interests in, or may receive certain benefits from, such service providers. These relationships that an 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 investment. 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 investment 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 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 investment personnel). Although the Adviser selects service providers that it believes will enhance portfolio investment 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, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. 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, administrative agents, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers, employees and contractors of current and former portfolio investments, current and former service providers to current and former portfolio investments, 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 investments; (iii) introduce portfolio investments to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio investments or (v) provide investment banking, consulting, legal or advisory services to the Adviser, the Funds or portfolio investments. Certain other service providers to the Adviser, the Funds and/or the portfolio investments, 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 investments. Such service providers (or their employees) may also source 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 investments 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 investments, provide other significant business or investment services to the Adviser, the Funds and/or portfolio investments, 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 thirdparty to perform services for the Funds or a portfolio investment. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Funds or portfolio investments, 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 investments 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 investments. 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 investments and investors. 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. Service providers to the Adviser or its affiliates 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 upon 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 their portfolio investments, the Adviser and its affiliates will pay different rates and fees than those paid by the Funds and/or their portfolio investments, which will not offset the Advisory Fee or otherwise benefit the Funds. The Adviser or its affiliates engage certain service providers (including law firms) on behalf of the Funds and personnel of such service provider have in the past and 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 under certain circumstances services in respect of multiple matters, including in respect of matters related to the Adviser, its affiliates and/or portfolio investments 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 reduced or offset 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 providers or the Funds 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 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 investment. In the event a Fund is not the sole shareholder of the portfolio investment, 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 investments. There may be instances where the target portfolio investment of one Fund is the service provider of another Fund, and an acquisition of the target portfolio investment by the original Fund would create a conflict of interest for the other Fund. For example, when the target portfolio investment of the original Fund is the valuation agent of the other Fund, the acquisition of the portfolio investment 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. Covered In-House Services As described above in Item 5, certain Funds bear their allocable share of Covered In-House Expenses associated with Covered In-House Services. A Fund’s use of Covered In-House Services presents potential conflicts of interest. For instance, the Adviser will be incentivized to employ its personnel and other affiliates to perform Covered In-House Services to reduce its own overhead. Although the Adviser believes these services may offer synergies or other benefits to a Fund,

portfolio investments, and prospective portfolio investments, there can be no assurance that another provider would not be better qualified, deliver greater benefits, or offer the services at a lower cost. Further, with respect to allocation of Covered In-House Services as between a Fund and a portfolio investment, the Adviser will under certain circumstances (specifically when the Fund lacks a controlling interest in a portfolio investment) cause the Fund to pay all Covered In-House Expenses directly, resulting in the Fund bearing a disproportionate share of such costs relative to other equity holders of those portfolio investments. Additionally, because the cost methodology used to determine the amount of Covered In‑House Expenses for providing Covered In‑House Services involves judgments and assessments that may rely on information and estimates from various individuals and unaffiliated third parties, the resulting Covered In‑House Expenses may not correspond to the actual value a Fund receives for the related Covered In‑House Services and, in any particular period, the amount billed to a Fund and/or a portfolio investment, and/or a prospective portfolio investment for Covered In‑House Expenses may be higher or lower than the actual costs incurred by the Adviser in connection with those Covered In‑House Services. From time to time, it may be unclear whether a service qualifies as a Covered In-House Service for which a Fund and/or a portfolio investment will pay compensation or reimburse expenses. In such cases, the Adviser will, in its sole discretion, determine whether compensation or reimbursement is appropriate and the applicable terms. Adviser Personnel providing Covered InHouse Services will under certain circumstances also perform work in parallel with third-party service providers on the same type of service or engagement and the Fund will pay the compensation and expenses of both the relevant Adviser Personnel and the third-party service providers. Providers of Operations Support The Adviser and the portfolio investments of one or more of the Funds will from time to time retain other companies and individuals (“Operations Support Providers”), which have in the past and may in the future be employees or former employees of the Adviser, affiliates or members of the General Partners, employees of such affiliates, portfolio investments of other Funds, third party consultants (including specialized consultants, external executives, advisers, industry specialists, venture partners, industry advisory roundtable members and similar professionals (including professionals with a variety of titles within the Adviser’s organization)), Operating Partners, former Operating Partners, consultants who may become Operating Partners in the future, operating executives and/or other individuals in similar operating roles, or “Senior Advisors.” The Operations Support Providers are engaged to provide operational support, due diligence, research, specialized operations and consulting services and similar or related services to the Funds, or in connection with one or more portfolio investments or prospective portfolio investments in relation to the identification, acquisition, holding, improvement and disposition of such portfolio investments and, from time to time also sit on the boards of directors of certain portfolio investments of the Funds, provide “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 have in the past and may in the future include support to the General Partners on behalf of the Funds, or portfolio investments regarding, among other things, the company’s management (including serving in

management positions as a 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), 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. It is expected that the services provided by the Operations Support Providers will expand over time and will vary based on the particular Operations Support Providers. The nature of the relationship with each such Operations Support Provider and the time devotion requirements of each such Operations Support Provider may vary significantly. Certain Operations Support Providers may be subject to contractual obligations to exclusively provide certain services to the Funds and/or the portfolio investments. These arrangements may be memorialized in a formal written agreement or may be, and in some circumstances are, informal and are negotiated individually, depending upon the anticipated Operations Support Services to be provided. In certain cases, Operations Support Providers 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 addresses or business cards, and/or provide services exclusively to the Adviser), even though they are not employees, affiliates or personnel of the Adviser. Operations Support Providers 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 investment to invest in the company, including in investments in which such Operations Support Provider is involved or participates in the management thereof. Fees, compensation, benefits, expenses and attributable overhead associated with Operations Support Services (“Operations Fees & Expenses”) have in the past and may in the future be paid and/or reimbursed by the Adviser, portfolio investments and/or the Funds. Operations Fees & Expenses (including Operations Fees & Expenses incurred in connection with an affiliated Operations Support Provider that is an affiliate or employee of the Adviser or its affiliates) may be determined at the discretion of the General Partners taking into account the particular Operations Support Services, may include reimbursement of an allocable portion of an affiliated Operations Support Provider’s compensation (including, without limitation, salary, bonus, payroll taxes and benefits) and overhead (including, without limitation rent, property taxes and utilities allocable to the workspaces), 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 Funds and/or portfolio investment or other incentive-based compensation (including Carried Interest in respect of a Fund) to the Operations Support Provider, 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 Operations Support Provider, a percentage of the value of the portfolio investment, the invested capital exposed to such portfolio investment, 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. The determination of whether a service is an Operations Support Service will be made by the General

Partners. Operations Fees & Expenses have in the past been and may in the future be incurred in respect of portfolio investments prior to the closing of the investment. In the event an Operations Support Provider is paid an annual fee or retainer, the value provided to the relevant Fund and/or portfolio investment by such Operations Support Provider 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 Operations Support Provider. Where an Operations Support Provider provides services to a portfolio investment owned by multiple Funds, to the extent not allocated directly to the portfolio investment, the Adviser will allocate the costs, fees and expenses of such Operations Support Provider using such methodologies as determined in its sole discretion, which will include methodologies such as relative ownership of such portfolio investment attributable to fee-paying commitments of those Funds. In general, the Adviser views the availability of the services of its Operations Support Providers 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 Operations Support Providers between the Funds, and the Adviser will under certain circumstances cause Funds to pay Operations Support Providers 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 investments will bear a disproportionate burden of the cost of Operations Support Providers. The Adviser will have the discretion to determine that the Funds and/or their portfolio investments bearing a disproportionate burden of the costs of Operations Support Providers 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 investment, Operations Fees & 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 Operations Support Providers (directly or indirectly) are providing services with respect to the Funds, such Operations Fees & Expenses will be allocated among the Funds as determined by the General Partners or Adviser consistent with the Organizational Documents of the applicable Fund, in a fair and equitable manner. To the extent any such Operations Fees & Expenses are payable to any Operations Support Provider (affiliated or unaffiliated, whether previously employed by the Adviser or otherwise) by the Funds or a portfolio investment, such Operations Fees & Expenses will be retained by such Operations Support Provider and will not reduce the Advisory Fee or any fees otherwise payable to the Adviser or its affiliates and will not benefit the Fund or its investors, even if the Operations Fees & Expenses have the effect of reducing any retainers or minimum amounts otherwise payable by the Adviser. The determination of whether a service is an Operations Support Service, and whether an Operations Fee & Expense is paid by a portfolio investment, a Fund or the Adviser will be made by the Adviser in its sole discretion. A 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 Fees & Expenses) and the allocation of such fees and expenses shall be binding on the Fund and its investors. Over time, certain existing and former employees of the Adviser (including senior personnel) may transition to an Operations Support Provider role, which may shift the burden of compensation of such persons from the Adviser to the applicable Fund and/or its portfolio investments. In addition, former Operating Partners may transition to different roles as Operations Support Providers and Operations Support Providers may transition to become Operating Partners. It may be difficult to

distinguish services provided by the Operations Support Providers from the investment advisory services provided to the Funds by the Adviser and its affiliates. Investment Professionals Positions with Portfolio Investments The Adviser’s investment professionals have in the past served and may in the future serve as directors of, or observers on boards with respect to, certain portfolio investments. While conflicts of interest may arise in the event that such employee’s fiduciary duties as a director conflict with the interests of the Fund, it is expected that generally the interests will 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 nonpublic information by virtue of his or her role, which would have an adverse effect on the Fund. Furthermore, an investment professional serving as a director to a portfolio investment owes a fiduciary duty to the portfolio investment, on the one hand, and the relevant Fund, on the other hand, and such investment professional 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 investment. Adviser Personnel serving as directors may make decisions for a portfolio investment that negatively impact returns received by a Fund investing in the portfolio investment. In addition, to the extent an employee serves as a director on the board of more than one portfolio investment, such employees’ fiduciary duties among the two portfolio investments may create a conflict of interest. Such investment professionals are required to remit any remuneration they may receive as directors to the applicable Funds. In addition, employees of the Adviser may leave the employment of the Adviser or its affiliates and become an officer or employee of a portfolio investment. As a result of roles at portfolio investments, 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. 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 former employee is not subject to the Advisory Fee offset described above, or otherwise shared with the Funds and/or investors. In addition, the Adviser may continue to receive other fees from a portfolio investment 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. Decisions made by a director may subject the Adviser, its affiliate 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 their partners, principals and employees from such claims. Furthermore, the employees of the

Adviser serving as directors may make decisions for a portfolio investment that negatively impacts returns received by a Fund investing in the portfolio investment. Certain personnel of the Adviser or its affiliates may also work for, be temporarily seconded to or otherwise engaged by certain portfolio investments on either a full-time or a part-time basis to provide services to such portfolio investments. In such instances, the portfolio investments 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. No compensation earned by former Adviser Personnel offsets the Advisory Fee, whether or not such former personnel have a remaining interest in a Fund’s General Partner or affiliated entity. The Adviser may also advance compensation to seconded employees and be subsequently reimbursed by the applicable portfolio investments. 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 investment 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 investment (or paid by the Adviser and reimbursed by a portfolio investment) 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 investment. Conversely, in the event that the Adviser employs a person that previously received compensation from a portfolio investment, investors will only receive the benefit of any applicable offset 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 investment should be characterized as an industry specialist, an employee or former employee of the Adviser, or a seconded employee may be unclear. 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 investment may hire former Adviser Personnel. 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 investments. In addition, compensation for the role at the portfolio investment is not expected to be subject to the Advisory Fee offset or otherwise shared with the Funds, investors and/or portfolio investments. Operating Partners Operating Partners are professionals engaged by the Adviser with an orientation towards the operations of portfolio investments (“Operating Partners”). Operating Partners receive compensation both from the Adviser and also directly from each portfolio investment to which they are assigned. For agreeing to exclusively serve as an Operating Partner of the Adviser they receive a base salary (and in some cases, benefits) from the Adviser and share in a small percentage of the Carried Interest received by the General Partner of one or more Funds. In addition, Operating Partners have in the past and may in the future serve as a full-time or interim CEO of a portfolio

investment, for which they receive market-based salary, bonuses (usually annual and sometimes including transaction and success bonuses), and option grants. Operating Partners have in the past and may in the future also serve as Executive Chairman of the Board or Executive Committee of one or more portfolio investments, for which they receive a market-based salary, bonuses (again, usually annual and sometimes including signing or success bonuses), and option grants. Finally, Operating Partners have in the past and may in the future serve as a director of one or more portfolio investments, for which they receive market-based director fees and/or option grants. No compensation paid to the Operating Partners by portfolio investments of the Funds (whether in cash or options) has ever been, or will in the future be, offset against Advisory Fees paid by the Funds to the Adviser. In addition, no compensation paid to former Operating Partners by portfolio investments of the Funds (whether in cash or options) has ever been, or will in the future be, offset against Advisory Fees paid by the Funds to the Adviser. In addition to sitting on the boards of directors of certain portfolio investments of the Funds, Operating Partners may also sit on the board of directors of other public or private companies which are not portfolio investments of the Funds (“Outside Companies”). Such Outside Companies may, in certain instances, strategically overlap with current or prospective portfolio investments of the Funds. Operating Partners must report their service on any board of directors of an Outside Company to the Adviser to assist the Adviser in identifying actual or potential conflicts of interest. Side Letter Agreements; Advisory Committee Rights The Adviser has in the past and may in the future enter 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, tax, regulatory or policy requirements of a particular investor, additional obligations and restrictions with respect to structuring particular investments in light of legal, tax and regulatory considerations applicable to a particular investor, modification of representations, indemnification and/or liability and other obligations 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. Except as otherwise agreed with an investor, and to the extent permitted under applicable law, the Adviser (or applicable General Partner) 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 or different rights or terms pursuant to such side letters, some of which rights may impact the rights and/or increase the obligations of other investors. In addition, side letter arrangements with certain investors of the 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.

Generally, each Main Fund has 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 Main Fund, which could be disadvantageous to the investors, including those investors who do not designate a member to the advisory committee. Representatives on the advisory committee may have various business and other relationships with the Adviser and its partners, employees and 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 interests exists because the Funds in respect of such overlapping advisory committees may have conflicting interests and such overlapping advisory committee members may be asked to provide their consent with respect to such conflicts of interest and may not recuse themselves from any such vote. Conflicts Relating to Investments in Platform Structures The Adviser, on behalf of certain Funds, may acquire full or partial ownership interests in investment and/or operating structures and/or other similar entities or arrangements (each, a “Platform”). This full or partial ownership of a Platform creates the potential for certain conflicts of interests. For example, the Adviser may cause one or more Funds to invest in a Platform in which the Adviser or its affiliate has a direct or indirect economic interest, including a controlling interest, and in any such case, the Adviser would have been incentivized to cause a Fund to invest in such Platform partially because of such direct or indirect economic interests therein. The Adviser may receive fees and expenses with respect to such Platform which would not offset a Fund’s Advisory Fee. To the extent that one or more Funds invest in a Platform and the Adviser holds an equity interest solely in the management entity of such Platform, the Adviser will have a conflict of interests which could incentivize the Adviser to cause one or more Funds to invest in the Platform. Additionally, the Adviser could cause one or more Funds to invest in a Platform to make investments that one or more Funds could otherwise have invested in directly where investing indirectly through such Platform results in more favorable expense treatment or other economic advantages for the Adviser and/or its affiliates. In addition, the Adviser has an incentive to arrange the purchase by one or more Funds of assets (including loans backed by real estate, ships, airplanes and/or other real asset collateral) from a Platform or services from the associated management entity (thereby generating profits or fees for the clients that have an interest in such Platform and/or its management entity). Finally, conflicts would arise if an associated management entity of a Platform breaches its sale agreement, servicing agreement, consultancy arrangement and/or other similar arrangement with one or more Funds or otherwise fails to perform its responsibilities adequately with respect to one or more Funds, resulting in harm or damages to one or more Funds. Conflicts with Borrowers and Issuers In certain instances, partners, officers and/or employees of the Adviser may serve as directors of certain issuers of loans in which certain Funds invest and, in that capacity, will be required to make

decisions that they consider to be in the best interests of such issuers. In certain circumstances, such as in situations involving bankruptcy or near insolvency of an issuer, actions that may be in the best interests of such issuer may not be in the best interests of a Fund, and vice versa. Accordingly, in these situations, there is the potential for conflicts of interests between an individual’s duties as a partner, officer or employee of the Adviser and such individual’s duties as a director of such issuer. Credit Service-Related Conflicts The Adviser may—either directly, through a new business unit or through an affiliate or subsidiary of the Adviser (each of the foregoing being hereafter referred to as an “Adviser Affiliate”)—serve as a service provider to one or more Funds, their respective portfolio investments, co-investors and/or one or more other persons or entities, and provide some or all of the following services: syndication (e.g., identifying potential third-party investors (including potential co-investors, syndication participants and/or financing counterparties), preparing marketing materials, performing outreach and/or executing on a syndication and sell-down strategy), arranging (e.g., arranging financing and providing post-closing support to a Fund and/or third-parties), structuring (e.g., assisting in structuring a transaction so that it will be more marketable to third-party investors and/or financing counterparties), solicitation, underwriting, agency, origination, sourcing, placement, debt advisory, financial advisory, fund administration and similar (or different) services, such services, “Credit Services”. Such services could be provided even with respect to investment opportunities that a Fund does not participate in. While the Adviser believes these kinds of services and transactions would generally be beneficial to the Funds, the functions that such an Advisor Affiliate may perform give rise to a number of conflicts of interests, certain of which are summarized below. Adviser Affiliates are expected to, from time to time, expand the Credit Services that they perform and the activities in which they engage. Any such Credit Services could relate to transactions that could give rise to investment opportunities that are suitable for a Fund or, alternatively, that preclude investment opportunities for a Fund by virtue of acting exclusively on behalf of the relevant client. The Adviser is not obligated to decline any such engagements in order to make an investment opportunity available to a Fund. It is also possible that the Adviser will come into the possession of information through these new businesses that limits a Fund’s ability to engage in potential transactions. These services could be required (and Adviser Affiliates would be compensated for providing them) even in situations where ultimately there is no allocation, syndication, sell-down to certain Funds, co-investors, the Balance Sheet (as defined below), syndication participants and other third-party investors (collectively, “Participants”) or financing (for example, when it is unclear at the outset of negotiating a transaction whether such Participants have sufficient internal capacity (or demand) to provide the full amount of the financing sought by the counterparty). The Adviser expects that any such Adviser Affiliate would provide such services and/or engage in such activities on a for-profit basis with respect to the Participants. Any fees (including solicitation, facility, float or commitment, origination and similar fees), discounts (including original issue or other discounts), spreads, concessions, commissions or other transaction-based compensation (such fees, “Credit Service Fees”), in each case, including where structured as a performance fee earned by or paid to the Adviser or Adviser Affiliate in connection with providing

Credit Services will not be offset against Advisory Fees and will be retained by such person, except to the extent such Credit Service Fees are treated as “Fee Income” under a Fund’s Organizational Documents. The portion of such Credit Service Fee that is attributable to the investment (and the portion thereof that will ultimately result in an Advisory Fee offset), will be determined based on the same allocation methodology as that applicable to Fee Income as described in the applicable Fund’s Organizational Documents (including taking into account that employees and affiliates of the Adviser do not pay Advisory Fees). Consequently, in cases where a portion of an investment or prospective investment (including an originated investment) is allocated, placed and/or syndicated to one or more Participants, the Adviser will receive and retain Credit Service Fees when such investment is made by such Participants and such Credit Service Fees with respect to Participants will not reduce the Advisory Fees payable by a Fund. Similarly, in the case of investments in which a Fund would not invest, the Adviser Affiliate will retain such Credit Service Fees and such Credit Fees will not offset or reduce Advisory Fees. The potential to receive Credit Service Fees creates an incentive for the Adviser to allocate all (or at least a larger portion) of an investment to one or more Participants that does not pay Advisory Fees (thereby reducing a Fund’s share of the investment) than it would in the absence of being able to receive and retain Credit Service Fees. Additionally, because the Adviser may be heavily involved in negotiating these originated and similar transactions, the Adviser has an incentive to structure the transactions to generate the types of fees that would not be offset against Advisory Fees with respect to one or more Funds (and, consequently, also generate fewer original issue discounts for one or more Funds). The Adviser, in its discretion, will determine the compensation to be paid to Advisor Affiliates. While the Adviser will generally seek to ensure that such compensation will be consistent with market terms or that a third party would not have provided the same services at more favorable rates, there is no guarantee that this will be the case. Such compensation is generally determined through negotiations with related parties and not on an arm’s-length basis. No two services that may be provided by Advisor Affiliates or third parties are identical, and for services that could be customized, variation on terms associated with such services (including price) could be significant. As such, any “market terms” that the Adviser determines, in its discretion, to be a relevant comparison to services that could be provided by Advisor Affiliates could take into account, among other factors deemed by the Adviser to be relevant, prior experience, quality accessibility of the relevant service and ability to customize the services. However, it could be the case that the Adviser determines that the services to be provided by Advisor Affiliates are unique and there are no relevant or a limited set of market comparisons. These determinations (like many others) that are made by the Adviser are subjective, and the Adviser will face a conflict of interests in making them. In connection with such arrangements, the Adviser will make determinations of market rates based on its consideration of a number of factors, which are generally expected to include the Adviser’s experience with non-affiliated service providers as well as benchmarking data and other methodologies determined by the Adviser to be appropriate under the circumstances. While the Adviser and its affiliates will generally seek to obtain benchmarking data regarding the rates charged or quoted by third parties for similar services, it is possible that appropriate comparisons are not available for a number of reasons, including, for example, a lack of a substantial market of providers or users of such services or the confidential and/or bespoke nature of such services. Expenses to obtain benchmarking data will be borne by the relevant portfolio investment and/or issuer (and indirectly by the funds, investment vehicles and accounts and/or parties participating

in the relevant transactions, including a Fund) or directly by one or more Funds, investment vehicles and accounts that invest and/or other parties. From time to time, investments may be syndicated either simultaneously with a Fund making (or committing to make) the applicable investment, or at a point in time following such initial commitment or investment by a Fund. It is possible that all or a portion of an investment may be temporarily held by a non-advisory account or proprietary account, balance sheet or business of the Adviser or its affiliates (the “Balance Sheet”) or a Third-Party Participant (as defined below), and, when that portion is sold to Participants, the Adviser will receive and retain Credit Service Fees. In addition, it is anticipated that in most (or all) of the instances in which a Fund, co-investors or other third parties participate in an investment following another Fund’s initial investment or commitment, then, in order to facilitate such investment, such other Fund would make (or commit to make) such investment with a view to selling or syndicating all or a portion of such investment to such Participants prior to or after making such investment and, when that portion is sold to such Participants, such an Advisor Affiliate would receive and retain Credit Service Fees in connection with such sale. A Fund would therefore bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms and that, as a consequence, the Fund may hold a larger position than expected in such investment, and/or may realize lower than expected returns from such investment. If at any time an Advisor Affiliate serves as underwriter with respect to a portfolio investment’s and/or issuer’s securities, a Fund would generally be subject to a “lock-up” period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This could prejudice a Fund’s ability to dispose of such securities at an opportune time. Loan Origination In some cases, the Adviser will serve “on the right,” “lead left” or in another lead position on a particular originated loan, which position may involve the Adviser and certain Funds taking on certain responsibilities with respect to such loan. While the Adviser believes that serving in a lead role can provide more attractive investments for certain Funds over time, this role (and the fees associated therewith, which may be part of our advisory compensation) could conflict with the short-term interests of a Fund in any particular transaction. For example, when the Adviser serves in a leading role, a Fund could be required to retain an allocation of revolving loans or delayeddraw term loans in excess of their pro rata share of such facilities. While the fees related to retaining these larger allocations of revolving loans or delayed draw term loans generally benefit the applicable Funds, it will also generally require such Funds to reserve a sufficient amount of liquid assets to satisfy drawdown requests with respect to these loans, which can often be drawn on short notice (e.g., on the same day or on one business day’s notice). As a result, there is a risk that a correspondingly greater portion of a Fund’s capital will have to be held in cash or other highly liquid assets that earn little or no return. Further, to the extent that one of the responsibilities of acting as lead lender is facilitating the syndication of a facility, the Adviser and/or our affiliates could receive fees in connection with syndicating such loans (which, as described above, are not always required to be offset against Advisory Fees) and, as a result, the Adviser may be incentivized to syndicate more of the loan to third parties than we would in the absence of these fees. In such cases, the Funds and their investors could receive smaller allocations of loans than

they might otherwise prefer. Conversely, if a Fund is required to take a larger allocation of a loan with the intention of syndicating it but is unable to do so, such Fund may be left with outsized exposure to such loan that is inconsistent with their investment objectives. Other Potential Conflicts The Organizational 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 Organizational Documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Adviser will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Fund or its investors. 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. Members of the law firms engaged to represent the Funds have in the past and may in the future be investors in a Fund, and have in the past and may in the future also represent one or more portfolio investments or investors in a Fund. In the event of a significant dispute or divergence of interest between Funds, the Adviser and/or its affiliates, the parties may engage separate counsel in the sole discretion of the Adviser and its affiliates, and in litigation and other circumstances separate representation may be required. The Adviser, its personnel and the Funds have in the past and may in the future engage other common service providers. In such 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 investments. This may result in the Adviser or its personnel 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 investment, or the Adviser or its personnel receiving a discount on services even though the Funds and/or the portfolio investments receive a lesser, or no, discount. This creates a conflict of interest between the Adviser, its personnel and the Funds in determining whether to engage such service providers, including the possibility that the Adviser favors 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. Neither the Funds nor the investors in the Funds will receive the benefits 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. The Adviser may, in its discretion, have, and may, in its discretion, cause the Funds and/or their portfolio investments 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 investments may bear, directly or indirectly, the costs of such dealings, arrangements or agreements. In such circumstances, there may be a conflict of interest between the Adviser and the Funds (or their portfolio investments) in determining whether to engage in or to continue such

dealings, arrangements or agreements, including the possibility that the Adviser may favor the engagement or continued engagement of such persons even if a better price and/or quality of service could be obtained from another person. The Adviser 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 borne by the Funds, its investors and/or the portfolio investments. 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 investments. 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 investment, a prospective portfolio investment or other Fund-related matter) may benefit such Adviser Personnel to the extent the trip also serves a personal purpose. The Adviser may, from time to time, require, cause or invite the Funds and/or a portfolio investment 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 investment 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 investment. Such contributions could be designed to benefit employees of a portfolio investment, the community in which a portfolio investment operates or a charitable cause essential to, or consistent with, the business purpose of a portfolio investment. In certain instances, such charitable initiatives could be sponsored by, affiliated with or related to current or former employees of the Adviser, portfolio investment management teams, advisors, service providers, vendors, joint venture partners, and/or other persons or organizations associated with the Adviser, the Funds or the portfolio investments. These relationships could influence the Adviser’s decision whether to require, cause or invite the Funds or the portfolio investments to make charitable contributions. Further, from time to time, such charitable contributions by the Funds or the portfolio investments 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 investments. The partnership agreements (or analogous organizational documents) of certain Funds permit each such Fund’s General Partner to withhold information from certain limited partners or investors in such Fund in certain circumstances. For instance, information may be withheld from limited partners that are subject to Freedom of Information Act or similar requirements. The General Partner may elect to withhold certain information to such limited partners for reasons relating to the General Partner’s public reputation or overall business strategy, despite the potential benefits to such limited partners of receiving such information.

Certain portfolio investments of the Funds are, or have been, counterparties or participants in agreements, transactions or other arrangements with the Adviser, its affiliates, other portfolio investments of the Funds, to receive favorable procurement terms, including fees, servicing payments, rebates, discounts or other financial benefits. The Adviser is often eligible to receive favorable terms for its procurement due in part to the involvement of its portfolio investments in such arrangements, and any discounted amounts will not be subject to Advisory Fee offsets or otherwise shared with the relevant Funds. The Adviser has joined an alliance with third-party investment managers that seeks to present participating members in the alliance with financing opportunities. Such collaboration is intended to facilitate the Adviser’s access to investment opportunities in debt instruments. The Adviser will generally have a conflict of interest in determining which Funds, Other Advisory Clients or third parties should participate in debt investment opportunities sourced by the Adviser. The Adviser has an incentive to allocate such investment opportunities to the participating members in the alliance in order to maintain goodwill with and secure future debt investment opportunities from such participating members in the alliance. Please see the discussion above under the sub-heading “Resolution of Conflicts” for a description of the means by which the Adviser and its related persons may seek to alleviate conflicts of interest among the Funds or other persons.

In the limited circumstances where the Adviser purchases public securities as part of a private equity transaction or has such securities as a result of a portfolio investment going public, the Adviser will attempt to utilize the services of a broker or dealer that provides the best overall qualitative and quantitative benefits to the Funds. The Adviser does not have any formal soft dollar arrangements or other arrangements that would commit the Funds to any specific or implied level of trading. As an institutional money manager, the Adviser may receive access to research made available through brokerage counterparties or investment banks. The Adviser believes this research is available to all institutional money managers of similar size. The Adviser strives to select broker-dealers, investment banks, financial intermediaries and other key service providers that provide the Funds with favorable execution capabilities and qualities. Certain entities are utilized for the Funds due to their presence in specific markets and their ability to trade certain securities or complete specialized types of transactions. Research or additional

ancillary services not associated with the transaction provided by such service providers is not a determining factor for engaging a particular service provider.

This provides a second level of review of each client portfolio investment on a continual basis. Reporting Investors in the Funds (except for the Associates Funds) typically receive, among other things, a copy of audited financial statements of the relevant Fund within 90 days after the fiscal year end of such Fund or as soon as practicable thereafter, as well as quarterly summary unaudited reports within 45 days after each of the first three fiscal quarter ends or as soon as practicable thereafter. Investors in the Associates Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund within 120 days after the fiscal year end of such Fund or as soon as practicable thereafter. The Adviser and the applicable General Partner, if any, has in the past and may in the future from time to time, in their sole discretion, provide additional information relating to such Fund to one or more investors in such Fund as they deem appropriate. Reports provided to the Other Advisory Clients are set forth in the Other Advisory Clients’ Organizational Documents, which may include monthly collateral reports, quarterly payment reports and other asset level reporting.

Payments to placement agents generally include, but are not limited to, 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. Advisory Fees received by the Adviser are generally reduced

by the amount of such fees. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds.

Co-Investment Vehicles and Alternative Investment Vehicles are generally established in order to invest alongside one or more Main Funds in a particular investment opportunity or opportunities, and the Adviser typically has limited discretion to invest the assets of the Co-Investment Vehicles or Alternative Investment Vehicles independent of the limitations as set forth in the organizational documents of such Co-Investment Vehicle or Alternative Investment Vehicle and applicable Main Fund. The Adviser has also entered into investment advisory agreements pursuant to which the Adviser provides investment sourcing services and advisory services for the Other Advisory Clients. Services are provided to such Other Advisory Clients in accordance with the applicable Other Advisory Client’s Organizational Documents.

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 senior management or the 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. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to current investors upon written request to: Kohlberg & Co., L.L.C., 111 Radio Circle, Mt. Kisco, NY 10549.