BDT Capital Partners: investment adviser

Except where otherwise noted, references herein to the Adviser do not include MSD Partners, BDC Management, MSD Real Estate Management or any general partner, managing member or similar entity with respect to clients of MSD Partners or MSD Real Estate Management. The Adviser provides investment management services to investment vehicles (each a “Client” and collectively the “Clients”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). Client investments will be made in privately-held or publicly-traded companies and are likely to include minority investments and control stakes, opportunistic investments in public and private debt, equity, hybrid securities, options and warrants, growth-stage investments as well as participating in “going private” transactions. In accordance with the Clients’ respective investment objectives, investments also include those made in family, founder and entrepreneur-controlled companies across a broad range of industries and geographic regions. The Adviser’s investment advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Clients, managing and monitoring the performance of such investments and disposing of such investments. The Adviser serves as the investment adviser or general partner to the Clients in order to provide such services. The Adviser provides investment management services to each Client in accordance with the limited partnership agreement (or analogous organizational document) of such Client and the separate investment management agreement (or analogous agreement) between the Adviser and such Client (each, a “Management Agreement”). Investment advice is provided directly to the Clients, subject to the discretion and control of each Client’s general partner, where applicable, and not individually to the limited partners or members (hereinafter together referred to collectively as “investors”) in the Clients. Investment restrictions for the Clients, including investment objectives and guidelines, if any, are set forth in each Client’s organizational documents, which could include, but are not limited to, the applicable private placement memorandum (or equivalent disclosure document), limited partnership agreement, limited liability company agreement, Management Agreement or side letter (such documents collectively, “Organizational Documents”). All discussions of the Clients in this Brochure – including, but not limited to, their investments, the strategies used in managing the Clients, associated fees and costs, the risks associated with investments and conflicts faced by the Adviser in connection with managing the Clients – are

qualified in their entirety by reference to each Client’s respective Organizational Documents. All discussions in this Brochure reflecting “including” signify items including, but not limited to the subsequent description or examples provided. Moreover, the Adviser has and will enter into agreements, such as side letters, with certain investors that in certain cases will provide for terms of investment or access to information that are more favorable than the terms provided to other investors of the same Clients. The Adviser also provides advisory and support services in connection with the Oceans Catalyst Fund, pursuant to which it evaluates various investments that focus on preserving and supporting a sustainable ocean economy. The Oceans Catalyst Fund is administered and managed by ImpactAssets, Inc., a third-party 501(c)(3) public charity. As of December 31, 2025, the Adviser manages a total of $51,515,270,131 of client assets, which includes uncalled commitments, co-investment amounts and undistributed capital that has been redeployed, all of which is managed on a discretionary basis.

Management Fees As compensation for investment management services rendered to certain of the Clients, the Adviser receives a management fee (a “Management Fee”) which is calculated by a certain formula based on committed capital, called capital and/or remaining invested capital with respect to such Client, as set forth in the applicable Client’s Organizational Documents. Management Fees paid by a Client may also be reduced by other fees or compensation received by the Adviser or its affiliates that relate to such Client’s activities and investments, or by certain excess organizational or other expenses borne by such Client, as described in more detail below. Management Fees paid by a Client, where applicable, are borne by investors in such Client, subject to certain exceptions for investors affiliated with the general partner or the Adviser and as otherwise set forth in the Client’s Organizational Documents. For example, certain investors in the Clients that are affiliates of the Adviser, including partners, officers, managing directors, principals, vice presidents and certain other personnel of the Adviser (collectively, the “Adviser principals”), which, for the avoidance of doubt, also includes any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles, generally will not pay Management Fees or Carried Interest; however, they will pay for their pro rata share of certain Client expenses. Management Fees billed to and received from the Clients are due as set forth in the Organizational Documents or as otherwise deemed appropriate by the applicable general partner; provided, that in no event shall the Management Fees be paid to the Adviser six months or more in advance. Upon termination of a Management Agreement, Management Fees that have been prepaid generally will be returned on a prorated basis. In the event a Client’s term is extended, the Adviser is typically permitted, subject to any requirements in the Organizational Documents and agreements with investors, to charge Management Fees during such extension. The precise amount of, and the manner and calculation of, the Management Fee for each Client are established by the Adviser and are set forth in such Client’s Organizational Documents and/or other documentation received by each investor prior to the investment in such Client. Fees differ from one Client to another, as well as among investors in the same Client which could be based on factors such as their relative capital commitments, the timing of such capital commitments, or affiliation with the Adviser, and, to the extent permitted by applicable law, may not be disclosed to other investors in the same Client. The fee structures described herein may be modified. In addition, the Adviser may enter into economic and/or other fee sharing arrangements with respect to one or more Clients and/or certain investors thereof, the rights of which will not generally be made available to other limited partners. As further specified in the Organizational Documents, from the management fee commencement date of the relevant Client until a date specified in the Organizational

Documents (the “Adjustment Date”), Management Fees generally will be charged based on a formula tied to such Client’s aggregate commitments and aggregate capital contributions. After the Adjustment Date, Management Fees generally will be charged and calculated based on a formula tied to (i) the relevant limited partner’s commitment to the Client and aggregate capital contributions or (ii) the net cost basis of the Client’s aggregate investment(s) that have not been disposed of (not including any investments the fair value of which have been permanently reduced to zero (such excluded investments, the “Impaired Value Investments”)). Due to differences in the criteria set forth in their respective Organizational Documents, in the event where more than one Client participates in such investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Client’s Organizational Documents but not those of one or more other Clients. “Net cost basis” is the amount of capital invested in each investment by the Client from any source, including called capital, Client-level borrowings and recycled capital, less amounts representing a return of such capital from the disposition of such investment. Note the net cost basis of each investment may be higher or lower than the fair value. For the avoidance of doubt, net cost basis is not adjusted for capital usage fees. Where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Adjustment Date Management Fees will not be calculated based upon such appreciated value, and instead will be calculated in accordance with relevant Clients’ Organizational Documents. As a result, and as is generally the case for private equity funds, the amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Client, including following the relevant Adjustment Date, and will not be reduced in connection with any write downs (whether temporary or permanent) or write offs except in the case of Impaired Value Investments. Except where the Organizational Documents expressly provide to the contrary, Management Fees will be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions or in circumstances where one or more other Client(s) divest their respective investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Client’s interest therein, and even in cases where the value of the Client’s investment or the Client’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Adjustment Date Management Fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees and expenses paid to third parties, the Adviser or its affiliates. The Adviser and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Management Fees will be calculated. These incentives run counter to the Adviser’s incentives to reduce the amount of fees, expenses and costs borne by the Clients’ investments in light of the effect of these amounts on the Clients’ carried interest calculations. The Organizational Documents set forth the full list of terms under which Management Fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Management Fee rate in the Organizational Documents until they are reduced in the circumstances and on the date(s) specified therein.

Other Fees Fees Payable by the Portfolio Companies or their Affiliates The Adviser’s broker-dealer affiliates perform advisory, transaction-related, financial advisory and other services (“Related Services”) for, and receives fees from, actual or prospective portfolio companies, the Adviser other affiliates, and other investment vehicles of the Clients (including co-investment vehicles), including fees in connection with structuring investments in such portfolio companies, providing IPO advisory services and acting as an underwriter in an IPO syndicate, mergers, acquisitions, add-on acquisitions, refinancings, private placements, public offerings, sales, divestments or other dispositions and similar transactions with respect to such portfolio companies. These fees may be substantial. Although these fees are distinct from and in addition to the Management Fee, they are not borne directly by the investors. The Adviser may in some circumstances negotiate on behalf of a Client the receipt of, or arrange for a portfolio company to credit a Client with, a capital usage fee or similar payment. Capital usage fees are paid by portfolio companies for the use of the Clients’ capital in connection with the investment. The amount, manner and disclosure of such credited fees are set forth in the Organizational Documents of the applicable Client or investment documents of a portfolio company. As a matter of practice, if co-investors invest (directly or indirectly) in a portfolio company alongside a Client, the Adviser’s broker-dealer affiliate is separately paid a placement agent fee from or with respect to such co-investment. Adviser personnel may also serve on the boards of portfolio companies. For purposes of this Brochure, references to Adviser personnel shall include personnel associated with MSD Partners and its advisory affiliates that provide services to the Adviser, its Clients or the Adviser’s affiliates. The Adviser or its personnel, on behalf of the Adviser, may receive stock of a portfolio company as compensation for services provided to such portfolio company. In the event of such a distribution or receipt of stock for such services, the recipients may act in their own interest with respect to the shares of securities and may determine to sell the distributed securities or hold on to the distributed securities for such time as such recipient shall determine in its sole discretion. The ability of such recipients 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 Client, and its related persons, on the one hand, and the Client because the recipient’s interest may not be aligned with those of the Clients and the recipient may determine to sell the stock received at a different time, or on different terms, than the Client would sell its interest. For information on the Adviser’s practice related to the receipt of stock of a portfolio company due to the service of an employee of the Adviser on the board of such portfolio company, please see Item 11 below. 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 company and therefore such fees are not subject to a market comparison. Therefore, a conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company by virtue of the Adviser acting on behalf of both parties. The payment of such other fees and reimbursements (as described below) by portfolio companies and prospective portfolio companies will, in some, but not all, circumstances create a conflict of interest between the Adviser and its affiliates, and the Clients and their investors, because the amounts of these other fees and reimbursements are often substantial and the Clients and their investors generally do not have a direct interest in these fees and reimbursements. In instances where the Clients take a control position of a portfolio company, the Adviser determines the amount and timing of these other fees for the services provided and

reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies and/or thirdparty co-investors in its transactions, and the amount of such fees and reimbursements often will not (except in connection with the reductions described herein) be disclosed to investors in the Clients. The Adviser and its affiliates have an advisory board (the “Advisory Board”). The Advisory Board comprises business professionals from a wide range of fields who provide strategic advice and counsel as well as a wide variety of services to the Adviser, its affiliates, Clients and/or portfolio companies, add value to the Clients’ capital deployment process, provide investment leads and assist with due diligence, serve on portfolio company boards and co-host Adviser and its affiliates’ network events. In certain circumstances, the Advisory Board may provide similar strategic advice and counsel to the Adviser, its Clients and/or portfolio investments. Subject to the Adviser’s discretion and consistent with the Clients’ Organizational Documents and other applicable documents relating to the Advisory Board, each Client will bear its allocable share of any costs and expenses in respect of the Advisory Board. Any such costs and expenses paid by a Client do not offset Management Fees. Any directors’ fees, “break-up” fees or similar fees earned or received by the Adviser (excluding, for the avoidance of doubt, fees received by members of the Advisory Board or any Operating Consultant (as defined below)) in connection with actual or prospective investments by a Client generally are expected to be credited to the benefit of the Client. The amount and manner of such credit, if any, is set forth in the Client’s Organizational Documents and/or other documentation received by each investor prior to investment in such Client. For the avoidance of doubt, any fees paid to the Adviser or its personnel (as described above) after a Client has exited (or is in the process of exiting) an investment are not credited for the benefit of the Client. Expenses Adviser Expenses Except as described herein as a “Client Expense” or portfolio company expense, the Adviser will bear the general overhead expenses of the Client’s general partner and the Adviser, including salaries, bonuses and benefits of personnel of the Client’s general partner and the Adviser (other than Carried Interest described in Item 6 below), rent, certain entertainment and travel, office furniture, fixtures and computer equipment and the Adviser’s allocable share of costs and expenses of the Advisory Board. Generally, and except as otherwise set forth in the Organizational Documents of a Client or the investment documents of a portfolio company, the Adviser will ultimately bear all fees and out-of-pocket expenses of any placement agent that solicits investors for the Clients. The Clients will bear certain legal and other expenses, including the out-of-pocket expenses of the applicable general partner, incurred in the formation of the Clients up to an amount, if any, as set forth in the Organizational Documents of the applicable Client. Organizational expenses in excess of this amount, if any, ultimately will be borne by the Adviser. Client Expenses Consistent with the Organizational Documents of the Clients, each Client will bear out-ofpocket costs and expenses of or for (a) the organization of the Client and offering of interests in the Client (including printing and postage expenses, travel and travel-related expenses, fees

and disbursements of attorneys, accountants and other professionals, expenses related to meetings with one or more prospective investors, expenses related to attending and sponsoring industry conferences and events, and other out-of-pocket fees and expenses, but excluding any placement fees) (subject to offset against any Management Fees payable, to the extent set forth in the Client’s Organizational Documents); (b) maintaining the organizational existence of the Client; (c) the Client’s administrators, custodians, outside counsel, consultants (including but not limited to, Operations Expenses (as defined below)) as well as fees payable to Operating Consultants (as defined below), and consulting and advisory fees, which may be incurred by a Client for the benefit of an investment, finders, accountants, investment bankers, and other similar outside advisors; (d) brokerage, sale, depository (including a depository appointed pursuant to the Alternative Investment Fund Managers Directive), local paying agent, trustee, record keeping, account registered office and similar expenses; (e) sourcing, investigating, identifying, analyzing, pursuing, negotiating, consummating, acquiring, financing, holding, monitoring, managing and selling any actual or potential investments for the Client (regardless of whether such investments are consummated) and the travel related thereto; (f) fees and expenses paid to third-party valuation agents, or costs and expenses related to associated software, for valuations, appraisals or pricing services for potential and current investments of a Client; (g) holding, managing or selling investments, including recordkeeping expenses; (h) financial, tax and other reporting to the investors (including expenses relating to the preparing, printing and distributing of investor reports physically or electronically and costs of any thirdparty Service Providers (as defined below) and professionals related to the foregoing, and in the case of electronic distribution, the cost of software to electronically distribute such reports) and of any meetings of the foregoing and of any Client Advisory Committee (as defined below) (including set up costs, speaker fees, honorarium, dining, entertainment, travel and travelrelated expenses) as well as other Client Advisory Committee expenses (including legal counsel, accountants, auditors, financial advisors or other advisors or experts retained to assist the Client Advisory Committee); (i) implementing or maintaining third-party or proprietary software tools, programs, web portal or other technology for the benefit of a Client (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance, cybersecurity, investor subscription and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (j) any taxes, fees or other governmental charges of the Client; (k) the Management Fee; (l) the organization, management and operation of any alternative investment vehicle; (m) all other costs, obligations, liabilities and expenses of the Client (whether paid directly by the Client or by the Client’s general partner) such as costs of insurance (including expenses relating to obtaining directors and officers/errors and omissions liability and fidelity bond insurance and any other insurance premiums for directors and officers, the relevant general partner, the investment manager and their respective partners, members, and employees, expenses relating to other insurance, including cybersecurity, representation and warranty, errors and omissions liability, crime coverage, and any consultants or other advisors utilized in the procurement, review, maintenance and analysis of insurance), costs of litigation, or other matters that are the subject of indemnification or contribution, the repayment of (or otherwise making payments in respect of) indebtedness incurred by the Client, the Client’s allocable share of any costs and expenses of the Advisory Board and the costs of winding-up and liquidating the Client and any entity owned directly or indirectly by the Client (including portfolio investments) and related entities (but excluding expenses otherwise payable by the Adviser pursuant to the Client’s Management Agreement and other Organizational Documents of the Client); (n) expenses associated with a Client’s compliance with applicable laws and regulations (including regulatory filings as they relate to the Client’s activities, out-of-pocket costs and expenses, if any, associated with any third-party examinations or audits (including similar services) of a Client or the Adviser that are attributable to the operation of such Client or requested by one

or more investors in a Client); (o) costs and expenses relating to any activities with respect to protecting the confidential or non-public nature of any information or data (including any costs incurred in connection with any applicable law relating to privacy or security or data protection) (p) expenses incurred in connection with complying with provisions in investor side letter agreements, including “most favored nation” provisions; and (q) any other costs and expenses incurred by or on behalf of the Client. The Adviser expects to be subject to potential conflicts of interest where certain administrative and other functions would not be allocable to the Clients under the Organizational Documents if performed by the Adviser personnel, but third parties performing the same services generally would be allocable to the Clients thereunder, and outsourcing to third parties effectively enables the Adviser and its affiliates to reduce its personnel compensation costs. The inclusion of an expense category in a Client’s Organizational Documents will not impose on the Adviser an obligation to charge an expense (or the full amount of that expense) to such Client; instead, permitted expenses will be allocated and charged in the Adviser’s discretion to the Client(s) it deems appropriate. For purposes of this Brochure, “travel and travel-related” expenses shall be deemed to include, without limitation, the costs and expenses of accommodations, meals, entertainment and commercial and non-commercial transportation costs (including first or business class commercial airfare, or air travel on chartered or Adviser- or affiliate-leased private aircraft, when deemed appropriate by the relevant general partner in its reasonable discretion car or ride sharing services or private car travel and other modes of transportation relating to any of the foregoing. Expenses for the use of leased private aircraft will include a portion of aircraft fixed costs (such as, for example, the cost of capital, costs of managing the aircraft, legal fees and insurance premiums). The Adviser, in its sole discretion, allocates the costs and expenses of travel, including private air travel, among the Clients based on the actual or anticipated purpose of travel. Clients also bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses, including fees and expenses of the Adviser and/or its affiliates and company-level fees and expenses not covered by the list of permissible expenses set forth in the Organizational Documents. The relative percentage of these expenses that are borne by various stakeholders (including the relevant Client, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. Fees and expenses charged at the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Client expenses in calculating the gross and net performance of the relevant Client. As a result, the Adviser expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction costs. The general partner of a Client is permitted to create certain “special purpose vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal and regulatory considerations of investors (“SPVs”). In the event the general partner creates an SPV, consistent with the Organizational Documents of the Client, the SPV, and indirectly, the investors thereof, will typically bear all expenses related to its organization, formation, operational and other expenses, including, for instance, rent, overhead and compensation (including base salary and bonus) of employees associated with the SPV incurred solely for the benefit of the SPV. Expenses of the types borne by a Client but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in the Client (including, without limitation, expenses of accounting and tax services) may be borne by the

Client and indirectly, the investors thereof (even if such investors do not participate in any such feeder fund or similar vehicle). The Adviser may not necessarily seek out the lowest cost options when incurring (or causing a Client or its portfolio companies to incur) expenses, which could result in lower returns to investors. Co-Investment Vehicle Fees and Expenses In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate the investment by investors alongside the Client, is formed in connection with the consummation of a transaction. In the event a co-investment vehicle is created, the investors in such coinvestment 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. The co-investment vehicle will generally bear its pro rata portion of expenses incurred in the making of an investment. Unless the Adviser determines otherwise in its sole discretion or subject to negotiations with a particular co-investor, in general neither co-investment vehicles (including vehicles formed for the purposes of investment by the GP Investment Group and other eligible participants (each as defined below)) nor co-investors will bear any 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. As a result, Dead Deal Costs are generally borne by the Client or Clients selected by the Adviser as proposed investors for such proposed transaction (including reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses), which will result in a Client 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 paid or received in connection with such an unconsummated transaction. The Adviser will have discretion in determining whether a particular allocation among Clients and co-investors or co-investment vehicles is fair and equitable. This discretion creates a potential conflict of interest as the Adviser may have an incentive to allocate expenses to a particular Client over another Client and it may result in a Client bearing more than its pro rata portion of certain fees, costs and expenses (including Dead Deal Costs). Dead Deal Costs may include, among other things, legal, accounting, advisory, consulting or other third-party expenses, 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 of onboarding (e.g., client diligence) 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 Clients, 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 Organizational Documents of such coinvestment vehicle as well as fees and expenses described above) that is expected to invest alongside the Clients in an investment are expected to be borne by the Clients to the extent such

co-investment vehicle does not ultimately make such investment, whether or not such investment is consummated by the Clients. Certain Clients will incur certain ongoing expenses that benefit a co-investment vehicle or coinvestor (for instance, insurance premiums) or other Client. In such instances, these ongoing expenses will be borne solely by the applicable Client or Clients and will not be borne by any benefiting co-investment vehicle, co-investor, or other Clients not yet launched at the time of the expense allocation. Providers of Operations Support The Adviser, the Clients and/or the portfolio companies retain operating partners, advisers, consultants and other similar professionals (“Operating Consultants”), which may be personnel or former personnel of the Adviser, current or prospective investors (including officers, managers, employees or persons holding similar positions at such investors, and investors who are members of a limited partner advisory committee (a “Client Advisory Committee”)), affiliates of the general partner, employees or former employees of such affiliates, portfolio companies of other of the Adviser’s funds, third-party consultants (including specialized consultants, advisers, industry specialists, external executives, and industry advisory roundtable members or similar professionals) who are engaged to provide operational support, specialized operations, investment due diligence and consulting services or similar or related services to, or in connection with, the Client or one or more portfolio investments or prospective portfolio investments (“Operations Support Services”). The nature of the relationship with each such Operating Consultant and the time devotion requirements of each such Operating Consultant may vary significantly. These arrangements may be memorialized in a formal written agreement or may be informal and are negotiated individually, depending upon the anticipated Operations Support Services to be provided. In certain cases, it may be difficult to distinguish services provided by the Operating Consultants from the investment advisory services provided to the Clients by the Adviser and its affiliates. For example, Operating Consultants may 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, and have Adviser e-mail addresses or business cards), even though they are not employees, affiliates or personnel of the Adviser. Operating Consultants may be offered the ability (or may have a preferred right) to co-invest alongside Clients or may be offered the opportunity directly by the portfolio investment to invest in the company, including in investments in which such Operating Consultant is involved or participates in the management thereof. As permitted by Organizational Documents of certain Clients, compensation, fees, expenses and any attributable overhead associated with Operations Support Services (“Operations Expenses”) are paid and/or reimbursed by the Adviser, portfolio companies and/or the applicable Clients. Operations Expenses (including Operations Expenses incurred in connection with an affiliated Operating Consultant) which will be determined at the discretion of the general partner taking into account the particular Operations Support Services, may include reimbursement of an allocable portion of an affiliated Operating Consultant’s compensation (including, without limitation, salary, bonus, payroll taxes and benefits), expenses and overhead (including, without limitation, rent, property taxes and utilities allocable to the workspaces), an annual fee or retainer (at either or both the Adviser or portfolio company level), a discretionary bonus, a success fee (in the form of cash or equity) based on predetermined targets or milestones, a profits or equity interest in the Clients and/or portfolio company, portfolio company leverage program participation, or other incentive-based compensation (e.g., carried interest) to the Operating Consultant, and will otherwise be determined according to one or more methods, including the value of the time (including an

allocation for overhead and other fixed costs) of the Operating Consultant, a percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, amounts charged by other providers for comparable services and/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 partner, in its good faith discretion. Operations Expenses for services provided for the benefit of a Client, without reference to a particular portfolio company are borne by the Client (and indirectly, the investors in such Client), to the extent permitted by a Client’s Organizational Documents. In the event an Operating Consultant is paid an annual retainer, the value provided to the relevant Client and/or portfolio company by such Operating Consultant may vary year to year and there can be no assurance that the annual retainer paid will be commensurate with the value provided by the Operating Consultant. To the extent any such Operations Expenses are payable to any Operating Consultant by a Client or a portfolio company, such Operations Expenses will not reduce any fees otherwise payable to the Adviser or its affiliates or otherwise benefit the Client or its investors, even if Operations Expenses paid by a Client or a portfolio investment have the effect of reducing any retainers or minimum amounts otherwise payable by the Adviser. The determination of whether an Operations Expense is paid by a portfolio company, a Client or the Adviser is made by the Adviser in its sole discretion. Over time, certain existing and former personnel of the Adviser (including senior personnel) may transition to an Operating Consultant role, which may shift the burden of compensating such persons from the Adviser to the applicable Client and/or its portfolio companies and any such fees received by such persons do not reduce the Management Fee. Operating Consultants will be offered the ability to invest in a Client or in a particular investment as a co-investor on preferred economic terms (including on a no-fee/no-carry basis). In certain instances, an Operating Consultant will be offered the opportunity to co-invest in a company to which the Operating Consultant is to provide services or has provided services previously. Portfolio Company Expense Reimbursement A portfolio company will typically reimburse the Adviser for expenses, including without limitation (i) travel and travel-related expenses, (ii) meals and entertainment expenses (including, as applicable, closing dinners and mementos, cars and meals, social and entertainment events with portfolio company management, customers, clients, borrowers, brokers and Service Providers), (iii) expenses relating to training programs, meetings or other events (whether or not such programs, meetings or events are attended by portfolio company personnel), (iv) expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), (v) indemnification expenses, (vi) certain legal expenses (including legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio company or a lender) and similar out-of-pocket expenses, and (vii) consulting fees and other cash and non-cash compensation and expenses incurred by the Adviser in connection with its performance of services for such portfolio company. For a discussion of material conflicts of interest created by the receipt of such fees and reimbursements, please see Item 11 below. Allocation of Expenses The Adviser is required to decide whether certain fees, costs and expenses should be borne by a Client, 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 Clients and/or other parties, including clients of affiliates, affiliated advisers including MSD Partners and in certain instances, DFO Management, LLC, as further described in Item 10 below. The Adviser has adopted policies and procedures for the allocation of such fees and expenses among Clients and/or such other

parties referenced above although the policies and procedures may change and differ materially from those described below. Certain expenses may be the obligation of one particular Client and may be borne by such Client, or expenses may be allocated among multiple Clients and entities. In exercising its discretion to allocate investment opportunities and fees and expenses, the Adviser will be faced with various potential conflicts of interest. For example, in allocating an investment opportunity among Clients with differing fee, expense and compensation structures, the Adviser will have an incentive to allocate investment opportunities to the Clients from which the Adviser or its related persons derives, directly or indirectly, a higher fee, compensation or other benefit. Such allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. To the extent not allocated to a portfolio company, the Adviser will allocate fees and expenses incurred in the course of evaluating and making investments that are consummated between Clients in accordance with each Client’s Organizational Documents or, to the extent not addressed in such Organizational Documents, generally pro rata based on each Client’s share of the investment or as determined by the Adviser based on the Adviser’s Expense Allocation Policy. For expenses that are not related to investments, where the Adviser determines that a fee, cost or expense is allocable among multiple Clients, the Adviser generally determines, subject to the Clients’ Organizational Documents, such allocation based on the Adviser’s judgment considering such factors as it deems relevant, but as determined in the Adviser’s sole discretion to be fair and equitable across these Clients. The allocations of such expenses are permitted to be made on a non-proportional basis, and any such determinations involve inherent matters of discretion. In all such cases, subject to applicable law and legal, contractual or similar restrictions, expense allocation decisions generally will be made by the Adviser using its reasonable judgment. The appropriate allocation of Dead Deal Costs between Clients and other persons will be determined by the Adviser in accordance with the applicable Organizational Documents and the Adviser’s policies and procedures governing the allocation of fees and expenses related to investment opportunities. If multiple Clients 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 Clients based on the anticipated investment of each Client. Such expenses typically are not allocated to co-investment vehicles. With respect to allocating other expenses among Client(s), co-investment vehicles, Adviser principals and/or third parties, as appropriate, to the extent not addressed in the Organizational Documents of a Client, the Adviser will make any such allocation determination in a fair and reasonable manner using its good faith judgment, despite its interest (if any) in the allocation. See “Co-Investment Vehicle Fees and Expenses.” The Adviser will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or advisable. Despite the Adviser using its good faith judgment to allocate expenses in a fair and reasonable manner, expenses are not guaranteed to reflect the benefit derived from a Client in connection with the incurrence of the expenses. There may be occasions where a Client procures borrowing through a subscription line or credit facility in order to make an investment. In the event such investment is syndicated to other parties, subject to the Organizational Documents, the borrowing Client will, in certain circumstances, bear the entire cost of the interest from the borrowing, even though the investment may ultimately be made by the Adviser, its affiliates, other Clients, co-investors or other third parties. Any effort to syndicate an investment may not be successful.

The Adviser enters into arrangements with third-party advisers, consultants, and finders who provide services relating to deal-sourcing and investment opportunities, for which such advisers, consultants, and finders are paid compensation (including non-cash compensation, such as equity) or other fees. Any fees and expenses associated with such investment opportunities will be allocated to the applicable Client(s) consistent with the allocation process described above. Brokerage Fees In the event that the Adviser chooses to use a broker-dealer in connection with an investment by a Client, such Client will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. Other Compensation – Impact and Charitable Advisory Services In connection with the advisory and support services described in Item 4, the Adviser receives fixed compensation from ImpactAssets, Inc., a third-party 501(c)(3) public charity acting as a portfolio administrator and manager pursuant to a services agreement under which the Adviser supports the operations of the Oceans Catalyst Fund. This compensation is paid by the charity and is not paid by, or charged to, the Adviser’s Clients or their investors.

The payment by some, but not all, Clients of Carried Interest (for instance, certain coinvestment vehicles bear no Carried Interest) or the payment of Carried Interest at varying rates (including varying effective rates based on the past performance of a Client) creates an incentive for the Adviser to disproportionately allocate time, services or functions to Clients paying Carried Interest or Clients paying Carried Interest at a higher rate as well as allocate investment opportunities to such Clients. Generally, and except as may be otherwise set forth in the Organizational Documents of the Clients, this conflict is mitigated by (i) certain limitations on the ability of the Adviser to establish new investment funds, (ii) contractual provisions requiring certain Clients to purchase and sell investments contemporaneously and/or (iii) contractual provisions and procedures setting forth investment allocation requirements. In certain cases, a Client has in the past and may in the future distribute equity interests in a portfolio company or related entity in satisfaction of the general partner’s Carried Interest. If that is the case, the Adviser may have different incentives regarding the timing or manner of realization of an investment than if the Carried Interest had remained allocated within such Client structure. Please also see Item 11 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by the Adviser.

Investors in the Clients are generally “qualified purchasers” as defined in the Investment Company Act, and may include, among others, high net worth individuals, personnel of the Adviser or its affiliates, institutions, corporations, insurance companies, foundations, endowments, family offices, sovereign wealth funds, limited partnerships and limited liability companies or other entities. The Adviser generally establishes minimum investment commitments for investors in Clients. The general partner of each Client may in its sole discretion permit investments below the minimum amounts set forth in the Organizational Documents of such Client. Investors with investment commitments below certain thresholds may incur Management Fees that are greater than the Management Fees paid by other investors.

Depending on the type of investment, due diligence may include evaluating certain financial, tax, accounting, environmental and legal issues and retaining outside consultants, legal advisors, and accountants in varying degrees. The investment teams rely on the following types of resources: information provided by the target and consultants, publicly available information, and any other information that the investment team deems relevant. The due diligence that the investment teams carry out with respect to any investment opportunity may not reveal or highlight all relevant facts necessary or helpful in evaluating such investment opportunity, and the evaluation will not necessarily result in the investment being successful. Moreover, the level of due diligence conducted with respect to each investment will vary and the investment teams may not assess properly the appropriate amount or areas of diligence for each investment. Notwithstanding the diligence that is conducted in connection with any investment, there can be no assurance that the investment teams will identify or review all risks or that the Adviser will be able to prevent investment losses. Investment Strategies and Related Risks Flagship Private Capital and Global Technology For its Flagship Private Capital and Global Technology strategies, the Adviser principally focuses on situations where the Adviser believes it can provide attractive capital solutions to family, founder and entrepreneur-controlled companies and the Clients are designed to help closely held companies achieve their liquidity, acquisition and growth objectives. For example, capital may be provided when family partners are buying equity from family members or investment partners, making a significant business acquisition, pursuing significant growth initiatives, taking a publicly traded business private, or de-leveraging a business to manage risk. The Flagship Private Capital strategy Clients (the “Flagship Clients”) seek to make opportunistic investments across a broad range of industries and geographic regions, with investment guidelines that provide structuring flexibility. The Global Technology strategy Client (the “Global Technology Client”) generally seeks to partner with growth-stage companies led by generational technology founders. The Adviser’s affiliated financial services business occasionally generates investment opportunities for the Clients. Client investments may be made in privately-held and publicly-traded companies and include minority investments and control stakes, opportunistic investments in public and private debt, equity, hybrid securities, options and warrants as well as participating in “going private” transactions. The Adviser anticipates that many of the Clients’ investments will be structured with a longer maturity profile than is typical of private equity benchmarks. The Adviser expects to commit to certain investments on behalf of one or more Flagship Clients with a maturity profile of seven to thirteen years or more and on behalf of the Global Technology Client with

a maturity of three to ten years or more. Actual holding periods may vary, with some investments likely held for shorter periods and others held for longer durations. Generally, the investment process for the Clients involves careful investment review and detailed due diligence, including an analysis of the competitive industry landscape, assessment of the management team and ownership structure, financial, accounting and tax review, legal and insurance due diligence and financial analysis. Throughout the entire evaluation process and prior to entering into any definitive agreement, transactions are reviewed and approved by the Adviser’s applicable investment committee. The Adviser’s investment committees meet regularly. For instance, the Flagship Funds investment committee meets on a weekly basis with ad hoc sessions as needed. The investment committees maintain a dialogue on investments, active deals, and the longer-term investment pipeline while participating in active monitoring, valuations and portfolio review sessions. The Adviser anticipates that private and public investments across a range of structured and unstructured (majority and minority positions) securities will comprise the Flagship Clients’ investment portfolios. The Adviser anticipates that most of the Global Technology Client’s investments will be in privately held technology companies headquartered in the United States and Europe. However, the Adviser will selectively consider investments in businesses domiciled in other parts of the world, given its Global Technology Client’s geographically diverse investor base and the reach of the firm. Impact and Charitable Advisory Services The Adviser also provides advisory and support services to the Oceans Catalyst Fund, pursuant to which it evaluates various investments that focus on preserving and supporting a sustainable ocean economy. The Adviser supports the operations of the Oceans Catalyst Fund, including supporting and facilitating communications and recommendations of the Oceans Catalyst Advisory Committee and sourcing, evaluating, and presenting appropriate investment opportunities, as well as conducting business due diligence on recommended investments. The Oceans Catalyst Fund is administered by a third-party 501(c)(3) public charity, which retains ultimate and exclusive legal authority and control over all distributions from and investments by from the fund. Risks All investments made by the Adviser on behalf of Clients risk the loss of capital. Set forth below are certain material risk factors applicable to all Clients and/or their investors. These risk factors do not purport to be a complete list or explanation of the risks involved in each Client. The Organizational Documents applicable to certain Clients include a more detailed summary of the material risks and the investment strategy for those Clients and should be read in conjunction with the risk factors identified below. As Clients’ respective strategies develop and evolve over time, an investment in a particular Client may be subject to additional and different risk factors than those described herein. Financial Market Fluctuations The Clients’ investment programs are intended to extend over a period of years, during which the business, economic, political, regulatory and technology environment within which the Clients operate may undergo substantial changes. General fluctuations in the market prices of securities may affect the value of the portfolio companies and instability in the securities markets will also likely increase the risks inherent in the portfolio companies. There can be no assurance that such economic and market conditions will be favorable in respect of both the investment and disposition activities of the Clients. The ability to realize investments held by the Clients depends not only on such investments and their historical results and prospects, but

also on political, market and economic conditions at the time of such realizations, which may include the introduction or removal of tariffs by the U.S. or other relevant governments. In the past, many private equity funds have looked to the public securities markets as a potential exit strategy and there can be no assurance that the Clients will be able to exit from their investments in portfolio companies by listing their shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable a Client to sell these securities when the Adviser believes it is most advantageous to do so. Volatility in the financial sector may have an adverse material effect on the ability of the Clients to buy, sell and partially dispose of their portfolio companies. The Clients may be adversely affected to the extent that they seek to dispose of any of their investments into an illiquid or volatile market, and a Client or the Adviser may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high yield debt market or otherwise access new sources of credit, including private lenders. The portfolio companies may depend on the availability of capital financed from third parties and to the extent such capital is not available, those of the portfolio companies 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. In addition, political measures taken in response to market practices or economic instability in the United States or abroad may have an adverse impact on the portfolio companies. In reaction to changing economic and market conditions, regulators in the United States and several other countries have undertaken in the past and may undertake in the future regulatory actions and implement other measures designed to support stability in the financial markets. Despite these efforts, global financial markets could become and remain extremely volatile. In addition, new regulations and any changes in the political environment could limit a Client’s or the Adviser’s activities and investment opportunities or change the functioning of capital markets. A deterioration of the global credit markets may make it more difficult for investment funds such as a Client to obtain favorable financing for investments. A widening of credit spreads, coupled with the deterioration of the sub-prime and global debt markets and a rise in interest rates, may dramatically reduce investor demand for high yield debt and senior bank debt, which in turn may lead some investment banks and other lenders to be unwilling to finance new credit investments or to only offer committed financing for these investments on unattractive terms. A Client’s ability to generate attractive investment returns may be adversely affected to the extent the Client is unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such marketplace events also may restrict the ability of a Client to realize its investments at favorable times or for favorable prices. Valuation of Assets To the extent described in a Client’s Organizational Documents, its general partner may be required to perform a valuation of Client assets outside the context of a negotiated third-party transaction involving a disposition of such assets. Since there is no actively traded market for most of the securities owned by the Clients, the general partners will apply a methodology based on their best judgment that is appropriate in light of the nature, facts and circumstance of the investments. 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. To the extent that the

general partners are required to perform such valuations under any circumstances in which a general partner’s interests are not fully aligned with those of all the investors, potential conflicts of interest arise with respect to such valuations. Risk of Equity Investments in Private Companies; Non-Controlling Interests The Clients’ investment portfolio is expected to consist primarily of securities issued by privately held companies. Generally, there will be no readily available market for trading such securities, which will limit the ability to monetize and value such investments. In addition, equity securities, even structured equity securities, are among the most junior in a company’s capital structure and are subject to the greatest risk of loss. In general, the Client will not seek collateral to protect an investment. Accordingly, the Clients’ investments will involve a high degree of business and financial risk that can result in substantial losses, including loss of principal. There can be no assurances that any targeted rate of return will be achieved. In addition, it is expected that the Client will often hold minority stakes in privately held companies. Such minority stakes that the Client may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Concentration of Investments Certain of the Clients will participate in a limited number of investments (and may seek to make several investments in one industry or one industry segment and/or within a short period of time) and, as a consequence, the aggregate return of a Client may be materially affected by the performance of a single investment or a single industry segment. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Client requires an extended period of time to raise such capital commitments, such Client may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Client will likely invest in fewer portfolio companies and/or decline certain investment opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Client’s Organizational Expenses could be higher if its fundraising period continues for an extended period. Limited Operating History; Past Performance Not Indicative of Future Results Certain of the Clients have limited operating history and will be entirely dependent on the Adviser. There can be no assurance that the Clients’ investments will achieve results similar to those achieved by previous investments made or managed by the Adviser’s personnel. In addition, the Clients’ investments may differ from previous investments made or managed by the Adviser’s personnel in a number of respects. The performance of previous investments (including the performance of predecessor funds) is not necessarily indicative of a Client’s future results. Concentration of Investments in the Technology Industry Our Global Technology Fund will participate in investments in the technology industry. As a consequence, the aggregate return of such Client may be materially affected by the performance of the technology industry segment. The technology industry is challenged by factors including rapidly changing market conditions and entry of new participants, new competing products, short product life cycles and the need to continually improve existing products. A Client’s portfolio companies will compete in this volatile environment. Instability, fluctuation or an overall decline within the technology industry will not be balanced by investments in other

industries not so affected. In the event that the technology industry as a whole declines, returns to limited partners will likely decline. Investments in Companies Dependent Upon New Scientific Developments and Technologies The value of certain of the Clients’ interests in portfolio companies may be susceptible to factors affecting the technology industry and to greater risk than in the investment portfolio of a partnership that invests in a broader range of securities. The specific risks faced by such companies could include: rapidly changing science and software technologies; products or technologies that may quickly become obsolete; exposure to a high degree of government regulation, making these companies susceptible to changes in government policy and failures to secure, or unanticipated delays in securing, regulatory approvals; scarcity of management, technical, scientific, research and marketing personnel with appropriate training; the possibility of lawsuits related to intellectual property rights and privacy; and rapidly changing investor sentiments and preferences with regard to technology sector investments (which are generally perceived as risky). Dependence on the General Partners, Professionals and Key Personnel Control over the operation of the Clients, including decisions with respect to structuring, negotiating, purchasing, financing and divesting investments, will be vested with the relevant general partner, and limited partners generally have no right or power to take part in the management of the Clients. Consequently, limited partners will be relying on the ability of the relevant general partners, as well as the relevant investment professionals, to locate and evaluate the investments to be made by the Clients. The success of the relationship-based investment strategy utilized by the Clients depends in substantial part upon the individual Adviser principals and their skill and expertise. However, there can be no assurance that all of the Adviser principals will continue to be associated with the Adviser throughout the life of a Client or that replacements will perform well. The loss of any one Adviser principal or other personnel could materially and adversely affect the Clients and the performance of their investments. Future Investments Unspecified In order to enable the Clients to invest opportunistically across asset classes, industries and geographical regions, and consistent with the Clients’ Organizational Documents, the Clients have retained significant flexibility in the types of investments that the Clients will be able to make. Consequently, the investments made by a Client are not necessarily indicative of any future investments that may be made by a Client and no information is being provided as to the nature or terms of any particular type of future investment, nor any analysis of the market conditions generally applicable thereto. Investors must rely solely on the Adviser with respect to the selection, amount, character and economic merits of each potential investment. No assurance can be given that a Client will be successful in obtaining suitable investments or in achieving any of a Client’s objectives. Long-Term Nature of Investment; Illiquidity of Investments An investment in a Client requires a long-term commitment, with limited or no liquidity opportunities and no certainty of return. The return of capital and the realization of gains and other income, if any, from an investment may not occur until a number of years after such investment is made, if at all. It is not generally expected that the disposition of an investment will occur for a number of years after the initial investment is made. The Adviser will have sole and absolute discretion in structuring, negotiating, purchasing, financing and eventually

divesting investments on behalf of a Client subject to the provisions of the Client’s Organizational Documents. It is anticipated that many of a Client’s investments will be structured with a longer maturity profile than is typical of private equity benchmarks, which may further limit liquidity realization. Recycling Subject to the terms of the applicable Client’s Organizational Documents, proceeds from realized investments of a Client may be retained by the Client as determined by the Adviser and reinvested by such Client, or, at any time during the term of the Client, used by the Client as determined by the Adviser for any other proper purpose. Accordingly, to the extent such retained amounts are reinvested, investors will remain subject to investment and other risks associated with such investments. Regulatory Risk The financial services industry generally, and the activities of alternative investment funds and their managers in particular, have been subject to increasing regulatory scrutiny. Such scrutiny may increase the Clients’ exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight may also impose additional administrative burdens on the Adviser and general partners, including responding to examinations and investigations, implementing new policies and procedures and complying with recordkeeping and reporting obligations. Such burdens may divert the Adviser’s and the general partners’ time, attention and resources from portfolio management activities. The regulatory environment for private funds continues to evolve, and changes in the regulation of private funds and their trading activities may adversely affect the ability of the Clients to pursue their investment strategies, ability to obtain leverage and financing and the value of investments held by the Clients. There has been ongoing governmental and self-regulatory scrutiny of the alternative investment industry in general. It is impossible to predict what, if any, changes in regulations may occur, but any regulations that restrict the Clients’ activities could have a material adverse impact on their portfolios. Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of the Adviser and the Clients. Such current and future rulemaking is expected to impact the Adviser and its affiliates, the Clients and/or their investments, and the Clients have the potential to bear significant increased costs as a result of such rules. Certain industry segments in which a Client may invest, including various segments of the real estate industry, are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While each Client intends to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries, including, in particular, the real estate industry, are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a Client may invest. Technology-enabled businesses in which a Client may invest may be subject to heightened and rapidly evolving regulatory scrutiny, including with respect to data privacy, cybersecurity, artificial intelligence, consumer protection, competition, cross-border data transfers and

emerging technology regulation. Regulatory developments in these areas may be unpredictable and could impose significant compliance costs, operational constraints or restrictions on business models, which could materially adversely affect portfolio companies and Clients. The Clients may invest in regulated portfolio companies that are subject to any number of governmental licenses, permits or other approvals. A Client may need the consent or approval of applicable regulatory authorities in order to acquire particular portfolio companies. Such regulatory authorities may also be required to approve or consent to certain aspects of a Client’s sale of such investments. In addition, the adoption of new laws or regulations, including tax laws and regulations, or changes in the interpretation of existing laws or regulations, including tax laws and regulations, could have an adverse effect on a Client’s investments. Such changes could necessitate the creation of new business models and the restructuring of investments to satisfy regulatory requirements, which may be costly and/or time-consuming. In connection with the regulatory approval, licensing or review process for any portfolio company, disclosures and other undertakings may be required from or in respect of the existing or prospective owners of such portfolio company, potentially including a Client or in turn the investors in such Client. Additionally, failure to obtain, or a delay in obtaining, certain required permits or approvals could hinder operation of a portfolio company and result in fines or additional costs for such entity, which could have an adverse effect on a Client. Compliance with applicable laws and regulations, such as antitrust and foreign direct investment laws, could significantly delay the closing of a transaction, lead to deal abandonment, increase the cost of operating the Clients, and/or infringe upon the ability of the Clients to engage in certain transactions. Finally, investment in regulated portfolio companies may result in: (i) certain investors in the Client being excused or excluded from participating in such investments in consultation with the Adviser as a result of the effects of such participation on such investors and/or the Client, and/or (ii) limiting the Client’s ability to make other investments and/or take certain actions in connection with its investment activities. Systems and Operational Risk The Adviser’s personnel and Service Providers rely on certain financial, accounting, data processing and other operational systems and services. Many of these systems and services require manual input and are susceptible to error. These programs or systems may be subject to certain defects, failures or interruptions. For example, the Adviser and the Clients could be exposed to errors made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or related to other similar disruptions in the Clients’ operations. In addition, despite certain measures established by the Adviser and Service Providers to safeguard information in these systems, there are potential risks associated with cybersecurity breaches which may result in damage and disruption to hardware and software systems, loss or corruption of data and/or misappropriation of confidential information. Any such errors and/or disruptions may lead to financial losses, the disruption of Client trading activities, liability under applicable law, regulatory intervention or reputational damage. Investments in Public Companies Clients could invest in the equity or debt of public companies or take private portfolio companies public. Investments in public companies could subject Clients to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the investing Client to dispose of such securities at certain times (including due to the possession by such Client of material non-public information), increased likelihood of shareholder litigation against such companies’ board members, which could include Adviser investment

personnel, regulatory action by the SEC and increased costs associated with each of the aforementioned risks. Equity Securities The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short term as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and “growth” stocks can react differently from “value” stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism, war, regional and global conflicts and related geo-political events risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. Non-United States Investments Certain of the Clients have invested, and may make additional investments, in portfolio companies that are organized or headquartered or have substantial sales or operations outside of the United States. Such investments may be subject to certain additional risks due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of the Client), the application of complex United States and non-United States tax rules to cross-border investments, possible imposition of non-United States taxes on the Clients and/or the investors with respect to the Clients’ income, and possible non-United States tax return filing requirements for the Clients and/or the investors. Additional risks of non-United States investments may include, without limitation: (a) economic dislocations in the host country; (b) less publicly available information; (c) less well-developed regulatory institutions; (d) greater difficulty of enforcing legal rights; (e) civil disturbances; (f) government instability; and (g) nationalization and expropriation of private assets. Moreover, non-United States companies may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those that apply to United States companies. Client Structure The Clients include entities organized outside of the United States and which may be treated as partnerships or corporations for U.S. federal income tax purposes. In addition, the investors include taxable and tax-exempt entities and persons, or entities organized in various jurisdictions. As a result, certain Clients and investors may be subject to additional risks, including with respect to application of non-U.S. laws, rules or regulations. Furthermore, certain Clients and investors may have differing return characteristics. Competitive Market for Investment Opportunities The activity of opportunistically identifying, completing and realizing attractive investments is highly competitive and involves a high degree of uncertainty. While the Adviser believes that there are currently available attractive investments of the type in which the Clients intend to invest, there can be no assurance that such investments will continue to be available or that then available investments will meet a Client’s investment criteria as such availability generally will be subject to market conditions. Over the past several years, an increasing number of

competitors have been formed or expanded and additional funds with similar investment objectives may be formed or expanded in the future. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of opportunities available to the Clients; such supply-side competition may adversely affect the terms upon which investments can be made and, as a result, returns to investors may be impacted. Limited Number of Investments; Lack of Diversity Except as set forth in a Client’s Organizational Documents, a Client is under no obligation to diversify its investments, whether by reference to the amount invested or the industries or geographical areas in which the investments are made. Accordingly, a Client will participate in a limited number of investments and, as a consequence, the aggregate return of the Client may be substantially adversely affected by the unfavorable performance of even a single investment, although certain Clients’ Organizational Documents and the Adviser’s applicable compliance policies and procedures restrict the size of any single investment based on the total capital commitments or total investments. On any given investment, loss of all or a portion of the original amount of the investment is possible. Investors in a Client have no assurance as to the degree of diversification in the Client’s investments, whether by geographic region, industry, asset or transaction type. To the extent a Client concentrates investments in a particular issuer, industry, security or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic and business conditions with respect thereto. In addition, the Clients expect to make a number of investments for which third-party financing will be desirable but not necessarily available at the time of investment. There is significant risk that such financing may never become available, or that a refinancing will not be able to be completed on desirable terms. This could result in a Client having a variety of unintended long-term investments and/or reduced diversification. Dynamic Investment Strategy While the Adviser generally intends to seek attractive returns for each Client through the investment strategy and methods described herein, the Adviser is permitted to pursue additional investment strategies and/or modify or depart from its initial investment strategy, investment process or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the Organizational Documents. The Adviser is permitted to pursue investments outside of the industries and sectors in which the Adviser has previously made investments or has internal operational experience. Need for Follow-On Investments Following its initial investment in a given portfolio company, the Adviser is permitted to provide additional funds to such portfolio company or consider the opportunity to increase its investment in a portfolio company, whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons. There can be no assurance that any Client will make add-on investments or that any Client will have sufficient funds to make all or any of such investments. Any decision by a Client not to make add-on investments or its inability to make such investments may have a substantial negative impact on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made), result in a lost opportunity for such Client to increase its participation in a successful operation or the dilution of the relevant Client’s ownership in a portfolio company if a third party or co-investor is permitted to invest.

Use of Subscription Line Facilities Certain Clients obtain subscription line facilities to facilitate investments, support ongoing operations and activities of Clients and their respective portfolio investments, enable Clients to pay Management Fees or expenses and liabilities and for any other purpose for which Clients can call capital from their respective investors. For the avoidance of doubt, the Adviser is under no obligation to conduct an independent analysis of market terms, including with respect to interest rates relating to any credit facility, and the Adviser’s good faith belief based on its actual knowledge and experience shall be sufficient to establish that the interest rate obtained in connection with the facility is competitive with interest rates that would generally be obtainable on an arm’s-length basis from unrelated third parties. If a Client obtains a subscription line facility, it is expected that certain Client capital needs will be satisfied through borrowings by the Client under the subscription line facility. As a result, capital calls are expected to be conducted in larger amounts on a less frequent basis in order to, among other things, repay borrowings and related interest expenses due under such subscription line facilities. Where a Client uses borrowings under a subscription line facility in advance or in lieu of receiving capital contributions from investors the use of such facility will generally result in a higher, and in some instances, a lower reported internal rate of return than if the facility had not been utilized and instead capital contributions from investors had been contributed at the inception of an investment. In addition to subscription line facilities, Clients will engage in other types of borrowings that, as is the case with respect to subscription line facilities, can result in a higher or lower reported internal rate of return than if the borrowing were not put in place. The use of subscription line facilities and other borrowings presents conflicts of interest, including incentivizing the general partner to fund investments through such facilities in lieu of capital contributions, and may delay distributions to investors. In addition, Client-level borrowing will result in additional partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating, refinancing or terminating the facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Client’s limited partners and the terms of the Organizational Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the relevant Client’s cost of borrowing, Client-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Client’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Client-level borrowing typically delays the need for limited partners to make contributions to a Client, or results in short-term gains to a Client, which in certain circumstances enhances the relevant Client’s return calculations and thereby has the potential to benefit the marketing efforts of the general partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Client’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Client-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances, investments may be funded with Clientlevel borrowing, which may increase the net cost basis for purposes of calculating the Management Fee. Because Management Fees are incurred when an investment is financed through a Client-level borrowing, and a Client’s preferred return typically does not accrue on outstanding borrowings, the relevant general partner has an incentive to cause the Client to make investments and/or pay such amounts using a subscription line rather than making capital

calls. The use of Client-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Client’s investment period, and cause or defer a related change in the basis of the relevant Client’s Management Fee calculation under the Organizational Documents. Conflicts of interest also have the potential to arise to the extent that a financing line is used to make an investment that is later sold in part to co-investors (including one or more co-investing Clients) as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the relevant Client nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Client and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the relevant general partner’s ability to consent to the transfer of a limited partner’s interest in a Client or impose concentration or other limits on the Client’s investments, and/or financial or other covenants, that could affect the implementation of the Client’s investment strategy and/or a limited partner’s ability to transfer its interest in a Client. In addition, in order to secure a subscription line, the relevant general partner may request certain financial information and other documentation from limited partners to share with lenders. The general partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Client subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Client, resulting in a potential net benefit to the Client, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Client subsidiary. Client-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a general partner to fund investments and pay partnership expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital (including amounts that would have represented multiple capital calls or investment closings absent the use of a subscription line) at once to repay the then-current amount outstanding under the subscription line could cause short-term liquidity concerns for limited partners that would not arise had the relevant general partner called smaller amounts of capital incrementally over time as needed by a Client. A single market event could trigger capital events which may cause liquidity constraints for limited partners. Further, limited partner liquidity constraints can increase the likelihood and number of investor defaults. A general partner is authorized to use Client-level borrowing to pay Management Fees and to reimburse the Adviser for expenses incurred on behalf of the relevant Client. A Client is also permitted to utilize Client-level borrowing when a general partner expects to repay the amount outstanding through means other than limited partner capital, including as a bridge for equity or debt capital with respect to an investment. If a Client ultimately is unable to repay the borrowings through those other means, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. If an investment appreciates in value and is disposed of prior to repayment of such borrowing, the relevant Client generally would apply disposition proceeds to repay the borrowing and related interest and expenses. In this situation, the absence of invested capital funded by limited partners potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to limited partners and increase the potential carried interest for the relevant general partner, as reduced by the interest incurred by the relevant Client. Subject to

any limitations in the Organizational Documents, this scenario potentially incentivizes the relevant general partner to permanently fund the acquisition and ongoing capital needs of a Client’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). Leverage; Borrowing by a Client or its Subsidiaries Clients utilize leverage in connection with their investments and operations, subject to certain limitations. Such leverage introduces risk of unavailable refinancing and increase the exposure of an asset to adverse economic factors such as rising interest rates, further downturns in the economy or deterioration in the condition of the investment. The Clients are also permitted to guarantee or provide credit support or similar assurances in respect of the obligations of their portfolio companies and, accordingly, the Clients may be materially and adversely affected to the extent such guarantees, support or assurances are called upon, including upon an event of default by any portfolio company in respect of any such obligations. Clients are also permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable, and in many situations, without receiving separate compensation for providing such guarantee or exposure to such liability. The use of leverage by a Client generally also results in fees, interest expense and other costs to such Client that may not be covered by distributions made to such Client or appreciation of its investments. While Client-level borrowings generally are subject to limitations set forth in the Organizational Documents and interim in nature, asset- or intermediate entity-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage remains outstanding. Investment- and Intermediate Entity-Level Borrowing Under the Organizational Documents, each Client is authorized to incur indebtedness that is secured by any assets of the Client (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). Indebtedness is permitted to be incurred for any purpose relating to the activities of the Client, including without limitation to: finance any investment-related activities of the Client; increase the buying power of the Client; 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 Client expenses or fund the payment of Management Fees or other amounts; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Organizational Documents. Further, the Clients are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Client’s financing facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the obligations, risk and/or cost of such financing, or the guarantees

or other credit support the relevant Client provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Client and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Although in many cases the Organizational Documents impose limits on borrowings at the Client level, portfolio investments 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. Board Participation The Adviser’s partners, principals and personnel will serve as directors of some portfolio investments of Clients and, as such, would have duties to persons other than the investing Client. Although holding board positions could be important to the investing Client’s investment strategy and could enhance the ability of the Client, its general partner and the Adviser to manage investments, director seats could also have the effect of impairing the general partner’s ability to sell the related securities and other financial instruments when, and upon the terms, it could otherwise desire, and could subject the general partner, the Adviser, and investing Client to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Client will indemnify its general partner and the Adviser from such claims. Debt Instruments Generally Debt may be unsecured and structurally or contractually subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured. Moreover, such debt investments may not be protected by financial covenants or limitations upon additional indebtedness, and there is generally no minimum credit rating for such debt investments. Other factors may materially and adversely affect the market price and yield of such debt investments, including investor demand, changes in the financial condition of the applicable issuer, government fiscal policy and domestic or worldwide economic conditions. See “Financial Market Fluctuations.” Contingent Liabilities on Disposition of Assets In connection with the disposition of assets, an investment in a portfolio company or any other investment, a Client may be required to make representations and warranties about the business and financial affairs and other aspects (such as environmental, property, tax, insurance and litigation) of itself and its assets, such portfolio company (or its assets) or such investment typical of those made in connection with the sale of a business or a portfolio of assets. A Client also may be required to indemnify the purchasers of such assets or investments to the extent that any such representations and warranties are inaccurate or with respect to certain potential liabilities. These arrangements may result in the occurrence of actual and/or contingent Client liabilities for which the Adviser may need to establish reserves or escrows or delay the receipt of consideration paid in connection with such disposition. In that regard, investors in a Client may be required to return amounts distributed to them to fund obligations of the Client, including indemnity obligations, subject to certain limitations set forth in the Client’s Organizational Documents. Investments Longer than a Client’s Term A Client may make investments which may not be advantageously disposed of prior to the date that the Client will be dissolved, either by expiration of the Client’s term or otherwise. Due to

the fact that the Adviser has a limited ability to extend the term of a Client, a Client may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. Distributions in-kind, which may be made in lieu of any such disposition at any time, could consist of assets or securities for which there is no readily available public market. Reliance on Portfolio Company Management Generally, a portfolio company’s day-to-day operations are the responsibility of its management team. There can be no assurance that the existing management team, or any successor, will be able to operate the portfolio company in accordance with a Client’s plans and/or objectives and the Client may have limited approval rights over the decisions made by the management team. In addition, to the extent a Client does not acquire controlling rights in a portfolio company, its ability to influence the management team may be further limited. Uncertainty of Financial Projections Clients are expected to rely upon projections, forecasts or estimates developed by the Adviser or a portfolio company concerning the portfolio company’s future performance, cash flow and operating results as well as projections prepared by third parties. Projections, forecasts or estimates are inherently subject to uncertainty and factors beyond the control of the Adviser and the portfolio company. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements, and the occurrence of other unforeseen events could impair the ability of a portfolio company to realize projected values and cash flow. Additional Capital Portfolio companies may require additional financing (including leverage) from sources outside a Client to satisfy their capital requirements. The amount of additional financing needed will depend upon the business objectives and strategy of the particular company. The availability of capital may be a function of capital market conditions that are beyond the control of a Client or any portfolio company. There can be no assurance that a portfolio company will be able to predict accurately its capital requirements or that additional funds will be available from the desired sources or from any sources or on terms favorable to the portfolio companies. Currency Transactions The Clients may buy or sell currencies, forward currency contracts, currency futures contracts, swaps and related options on currencies for hedging or currency risk management purposes in connection with its investment activities, although the Clients are under no obligation to fully hedge, or to hedge at all, any currency exposure. Derivative instruments, including options, futures, forward contracts and swap contracts involve risks different from, and, in certain cases, greater than the risks presented by more traditional investments. These risks include market risk, management risk, counterparty risk, documentation risk, liquidity risk and leverage risk. Changes to Benchmark Rates To the extent that a Client’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the Sterling Overnight Index Average (“SONIA”), Secured Overnight Financing Rate (“SOFR”) or other rates (each, a “Benchmark Rate”), the Client may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. A transition of historical instruments and contracts away from a Benchmark Rate by regulators, central banks, governments and other market

participants includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Clients and their portfolio companies; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. The Alternative Investment Fund Managers Directive and the Alternative Investment Fund Managers Regulations Directive 2011/61/EU of the European Parliament and of the Council dated 8 June 2011 on Alternative Investment Fund Managers as implemented in any relevant jurisdiction, together with Commission Delegated Regulation (EU) No 231/2013, as well as any similar or supplementary law, rule or regulation, in each case as amended from time to time, including as implemented in the United Kingdom (“UK”) pursuant to applicable legislation including the UK Alternative Investment Fund Managers Regulations 2013/1773 and retained and amended from time to time (“AIFMD”) regulates the activities of certain private fund managers undertaking fund management activities or marketing fund interests to investors within the European Economic Area (“EEA”) and the UK respectively. To the extent a Client is actively marketed to investors domiciled or having their registered office in the EEA or the UK in circumstances where no relief is available: (i) such Client and/or their respective general partners / management companies will be subject to certain reporting, disclosure and other compliance obligations under the AIFMD, which will result in such Client incurring additional costs and expenses; (ii) such Client and/or their respective general partners / management companies may become subject to additional regulatory or compliance obligations arising under national law in certain EEA jurisdictions or the UK, which will result in such Client incurring additional costs and expenses or otherwise affect the management and operation of such Client; (iii) the general partner / management company of such Client will be required to make detailed information relating to the Client and its investments available to regulators and third parties; and (iv) the AIFMD also restricts certain activities of the Client in relation to EEA and/or UK portfolio companies, if any, including, in some circumstances, the Client’s ability to recapitalize, refinance or potentially restructure an EEA or a UK portfolio company within the first two years of ownership which may in turn affect operations of the Client generally. In addition, it is possible that some EEA jurisdictions or the UK will elect to restrict or prohibit the marketing of non-EEA or UK funds to investors based in those EEA jurisdictions or the UK, which will make it more difficult for the Client to raise its targeted amount of capital commitments. Certain Clients qualify as alternative investment funds (“AIF”) within the meaning of the AIFMD and are managed by a fully authorized alternative investment fund manager (“AIFM”) in Luxembourg; as such they are subject to certain reporting, disclosure and other compliance obligations under the AIFMD, which will result in such Clients incurring costs and expenses. The European Union is implementing a Directive to amend AIFMD (“AIFMD II”). AIFMD II will impose obligations including: (i) minimum substance considerations that EU regulators will need to take into account during the AIFM authorization process; (ii) enhanced requirements around delegation, including additional reporting requirements in relation to delegation arrangements; (iii) new requirements applying to AIFMs managing funds that originate loans; (iv) increased investor pre-contractual disclosure requirements, notably around fees and charges; and (v) a prohibition on non-EU AIFMs and AIFs established in jurisdictions identified as “high risk” countries under the European Anti-Money Laundering Directive (as amended) or the revised EU list of non-cooperative tax jurisdictions. The final text of AIFMD II was published in the Official Journal of the European Union in March 2024, with AIFMD II

due to be implemented by EU Member States from 2026. It is possible that AIFMD II may require additional costs, expenses and/or resources, as well as restricting or prohibiting certain activities, including in relation to loan-originating funds and managers or funds established in jurisdictions outside the EU identified as having anti-money laundering and/or tax failings. Changes in Investment Focus While a Client’s Organizational Documents generally contain a description of the types of investments that other Clients have historically made and/or information about the Adviser’s expectations with respect to such Client, many factors could contribute to changes in emphasis in the construction of such Client’s portfolio, including changes in market or economic conditions or regulation as they affect various industries and changes in the political or social situations in particular countries. There can be no assurance that the investment portfolio of any Client will resemble the portfolio of any other Client. Inflation Risk Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Clients’ investments can decline. The United States and other developed economies recently experience (and some continue to experience) higher-than-normal inflation rates Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets, particularly in emerging economies, and could have a material and adverse impact on the Clients’ investments and their aggregated returns. For example, if a portfolio company were unable to increase its revenue in times of higher inflation, the company’s profitability may be adversely affected. Portfolio companies may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangement. As inflation rises, a portfolio company may earn more revenue but may incur higher expenses. Conversely, as inflation declines, a portfolio company may not be able to reduce expenses commensurate with any resulting reduction in revenue. Furthermore, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Clients. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. Multiple world governments, as well as inter-governmental institutions, have undertaken, and may in the future undertake, various forms of fiscal stimulus measures, including setting interest rates that are at historic lows and undertaking, so called “quantitative easing.” Such stimuli, unless successfully managed and scaled back at the appropriate time, may be inflationary. In addition, there is significant concern in macroeconomic terms about the levels of indebtedness carried by certain governments. While bringing with it a range of issues, one of the consequences of an extended period of a higherthan-desired level of inflation, is often to erode in real terms the value of government debt. This element of debt erosion may create an incentive for governments to be less robust in seeking to deal with inflation than might otherwise have been the case had the government concerned not suffered from a high level of indebtedness. If such inflation occurs, it would have negative consequences for the performance of the Clients’ portfolio companies and ultimately the Clients’ returns. Additionally, further financial crises could result in additional governmental

intervention in the markets. There can be no assurance that continued and more wide-spread inflation in the United States and/or other economies will not become a serious problem in the future and have a material adverse impact on the Clients’ returns. Deflation Risk Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio investments in which Clients invest and may make defaults more likely, which may result in a decline in the value of Clients’ investments. Though the Clients are permitted to enter into instruments related to deflation (such as inflation-indexed bonds), they will be under no obligation to do so. Risks Resulting from the UK’s Exit from the European Union (“EU”) The UK formally withdrew from the EU on January 31, 2020 (“Brexit”). Although the terms of the UK’s relationship with the EU were agreed in a trade and cooperation agreement signed on December 30, 2020, the agreement does not include an agreement on financial services and, as a result, alternative arrangements and structures for the provision of cross-border marketing and services between the EU and UK have been established, which are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future. It remains to be seen to what extent the UK may elect to diverge from the current EU-influenced regime over time. It is possible that the EU may respond to UK initiatives by restricting thirdcountry access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on any Client and its investments, including the ability of a Client to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to crossborder access between the EU and non-EU jurisdictions). The legal, political and economic uncertainty and disruption resulting from Brexit may adversely affect both EU- and UK-based businesses, including the Adviser and Client portfolio companies, as applicable. Continuing uncertainty and the prospect of further disruption may result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States. International Conflicts and Geopolitical Events Wars and other international conflicts, such as the ongoing U.S.-Iran hostilities and Iran’s retaliatory actions throughout the Middle East, 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 other countries have, and may in the future, put in place or expand sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ongoing U.S.-Iran conflict, as well as heightened tensions in other regions, have also contributed to increased geopolitical uncertainty and volatility in global financial markets. The situation remains highly fluid and volatile, with significant uncertainty as to how events will unfold. Such developments have affected, and may continue to affect, energy and commodity prices, international shipping routes, supply chains, insurance markets and cross-border capital flows. Escalation, expansion or spillover of existing conflicts, or the outbreak of new conflicts between regional or global powers or their aligned groups, could materially disrupt economic activity, increase market volatility, reduce investor confidence and adversely affect the

availability or cost of financing. The duration, scope and potential consequences of such hostilities are inherently uncertain and may change rapidly, and any such developments could have a material adverse effect on the Clients’ investments, operations, and performance. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Clients or any particular industry, business or investee country, as well as the duration and severity of such effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Clients. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Client 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) and international negotiations over such conflicts may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategies which the Clients intend to pursue, all of which could adversely affect the Clients’ ability to fulfill their investment objectives. Sanctioned Investors If after subscribing to a Client a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or equivalent non-U.S. authorities) (a “Sanctions List”), the relevant general partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Client with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant limited partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Client’s activities, could materially and adversely affect the Client. CFIUS and National Security Clearance Considerations Certain investments by a Client that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership and control of interests in such Client and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure” and “critical technology” companies, including investments involving non-U.S. limited partners or co-investors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Client could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations.

Any review and approval of an investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of a Client’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Client will be able to proceed with, or maintain, such investments on terms acceptable to the Client. Such limitations or restrictions could adversely affect a Client’s performance with respect to such investments (if consummated) and thus the Client’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Client investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Client’s commitments, which increases the risk that the Client’s investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Client due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the General Partner is permitted to restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant Client Advisory Committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Client to maintain, or proceed with, any investment on terms acceptable to the Client. Additionally, a Client is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connections with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Client as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar nonU.S. foreign investment clearance regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Client to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Regulation In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing and directed energy, among other sectors, and it is likely that the number of

targeted sectors will expand over the life of a Client. The OISP restrictions could limit the universe of prospective investments available to a Client, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. Financial Institution Risk; Distress Events An investment in a Client is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Client’s (or any portfolio company’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, the Adviser, any general partner, the Clients and/or any of the portfolio companies may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of the Adviser to manage the Clients and their investments, and on the ability of the Adviser, any Client or any portfolio company to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event a Client is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of the Client to access capital contributions or otherwise); the inability of the Client to acquire or dispose of investments, including at prices that the relevant general partner believes reflect the fair value of such investments; and/or the inability of the Adviser or portfolio companies to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that the Adviser will experience operational burdens and expenses, and a Client or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that the Adviser will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Clients and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Client or Service Providers or other counterparties of a portfolio company become subject to Distress Events, which could have a material adverse effect on a Client, its investors or such portfolio companies, including the risk of investor defaults.

Many Financial Institutions require, as a condition to using their services (including lending services), that the Adviser and/or the relevant Client maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although the Adviser seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Clients, the Adviser is under no obligation to use a minimum number of Financial Institutions with respect to any Client or to maintain account balances at or below the relevant insured amounts. Anti-Corruption & Anti-Boycott Considerations The U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act (“UKBA”) and other anti-corruption and anti-bribery laws, as well as U.S. anti-boycott regulations, may impact the Adviser, the Clients and a Client’s portfolio investments. A Client may be adversely affected or miss out on opportunities because of the Adviser’s unwillingness to participate in transactions that potentially violate such laws and regulations. Such laws and regulations may make it difficult in certain circumstances for a Client to act successfully on investment opportunities or to obtain or retain business. In recent years, U.S. regulators have been increasingly focused on asset managers’ compliance with the FCPA. Any determination that the Adviser, a Client, its portfolio investments or any of their respective officers, directors or employees has violated the FCPA, the UKBA or other applicable anti-corruption laws, antibribery laws or U.S. anti-boycott regulations could subject it to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and/or a general loss of investor confidence, any one of which could adversely affect a Client’s business prospects and/or financial position, as well as its ability to achieve its investment objectives and/or conduct its operations. Privacy and Data Protection Law Compliance Risk The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions(collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of the Adviser, the general partners of the Clients and the Clients and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their Service Providers could result in fines, sanctions or other penalties or litigation, which could materially and adversely affect the results of operations, as well as have a negative impact on reputation and Client performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for the Adviser, the general partners of the Clients and the Clients are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including certain U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations on the Client. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include the Adviser, the general partners of the Clients and the Clients.

Cybersecurity Risk The Adviser, the Clients’ Service Providers and other market participants depend on complex and often interconnected information technology and communications systems to conduct business functions. These systems are subject to a number of different threats and other risks that could adversely affect the Clients and their investors, despite the efforts of the Adviser and the Clients’ Service Providers to adopt technologies, processes and practices intended to mitigate these risks and 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 Client and its investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, encrypt or otherwise prevent access to these systems of the Adviser, the Clients’ Service Providers and counterparties, as well as the data stored by these systems including investor information. The Adviser and the Clients’ Service Providers may be subject to ransomware or other attacks that could cause a substantial business disruption or loss of availability of data that could prevent the Clients and Adviser from executing its investment strategy or accessing an account, which could lead to financial losses. Third parties may also attempt to fraudulently induce personnel, customers, Service Providers or other users of the Adviser’s systems to disclose sensitive information in order to gain access to the Adviser’s data or that of the Clients’ investors or to transfer funds to unauthorized third parties. A successful penetration or circumvention of the security of the Adviser’s systems by unauthorized third parties could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Clients, the Adviser or their Service Providers to incur regulatory penalties, reputational damage, 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 or difficulties obtaining insurance coverage, or litigation, regulatory actions or other legal risks. Similar types of operational and technology risks are also present for the companies in which the Clients invest, which could have material adverse consequences for such companies, and may cause the Clients’ investments to lose value. Artificial Intelligence and Machine Learning Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to the Adviser, the Clients and the portfolio companies. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Clients invest, and any such changes could render the Adviser’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of the Adviser, the Clients and the portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect the Adviser, the Clients, the portfolio companies and their operations. Additionally, the Adviser, the Clients and the portfolio companies could be further exposed to the risks of AI Technologies if Service Providers, whether or not known to the Adviser, use AI Technologies in their business activities. The Adviser will not be able to control the use of AI Technologies in third-party products or services, including those provided by the Adviser’s and

its affiliates’ Service Providers. Additionally, the Adviser and its personnel expect to use AI Technologies in connection with the Adviser’s business activities. AI Technologies are generally highly reliant on the collecting and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI Technologies use to operate. Certain data in AI Technologies potentially will contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of such AI Technologies. Even where AI Technologies are utilizing accurate data, they may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such AI Technologies to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and/or performance of the Adviser, the Clients and/or the portfolio companies. In addition, use of AI Technologies poses various risks related to confidentiality, privacy and cybersecurity. The Adviser’s personnel also could utilize AI Technologies in contravention of any policies, confidentiality agreements or applicable law. Any of such risks or misuse could have an adverse effect on the Adviser, the Clients and/or the portfolio companies. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on the Adviser, the Clients and the portfolio companies. Tax Reform Risks Tax law is subject to change and various historic and current legislative proposals could affect the Clients 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 Adviser to cause a Client to hold an investment for longer than three years 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 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. Uncertain Economic, Social and Political Environment Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability

of a Client and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Client and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Client’s portfolio companies. Environmental, Social and Governance (“ESG”) Matters The Adviser maintains an ESG policy and seeks to integrate certain material ESG factors into its investment process, in its discretion, in accordance with its policy consistent with and subject to any applicable legal, regulatory or contractual requirements. The process of electing and evaluating material ESG factors is subjective by nature, and the Adviser expects to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There is no guarantee that the criteria utilized by the Adviser, or any judgment exercised by the Adviser, will reflect the views, internal policies or preferred practices of any particular investor or other asset manager or reflect market trends. The Adviser cannot guarantee that its ESG program will positively impact the performance of any individual investment or Client. In addition, in evaluating an investment, the Adviser frequently depends upon information and data provided by a number of sources, which it does not verify independently and could cause the Adviser to incorrectly identify, prioritize, assess or analyze an investment’s ESG practices and/or related risks and opportunities. ESG integration and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by asset managers. This evolving landscape results in management burdens and costs and potential enforcement or other legal or reputational risks. The Adviser cannot guarantee that its current approach to ESG, including its ESG policy, will meet future regulatory requirements or align with market trends. Import/Export Regulations Significant changes to U.S. trade policy, including changes to current legislation and trade agreements and the imposition of tariffs on a range of goods imported into the U.S. have resulted, and may in the future result, in countries retaliating with tariffs against the United States. These retaliatory actions could trigger extended “trade wars” between the U.S. and its trading partners, resulting in additional barriers to the international market, inclusive of customers, vendors, and potential investors. Under these circumstances, the cost of goods for some investments could increase, resulting in lower consumer demand for their goods and reduced cash flows. While it is unknown whether and to what extent new legislation will be enacted into law, the enactment or amendment of trade legislation and/or renegotiation of trade agreements could impose additional compliance costs on investments, restrict their ability to participate in international markets and otherwise disrupt their current operations. U.S. Presidential Administration Donald J. Trump took office in January 2025. It is expected that the Trump administration will continue to seek to enact changes to numerous areas of law and regulations currently in effect. Any such changes could significantly impact the Clients or their portfolio investments. Specific legislative and regulatory proposals or executive orders that might materially impact the Clients include 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, including tax policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by various entities. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under the next presidential administration remain highly uncertain. Future changes may adversely affect the Clients’ operating environment and therefore 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 Clients and their investments, including the ability of the Clients to execute their investment objectives and to generate attractive returns. In addition, any changes in U.S. social, political, regulatory and economic conditions or in laws, policies or executive orders governing the financial services industry, foreign trade, manufacturing, outsourcing, development and investment in the territories and countries or types of investments in which the Clients are permitted to invest, and any negative sentiments towards the U.S. as a result of such changes, could adversely affect the performance of the Clients’ investments. Moreover, media (including social media) has the potential to influence public sentiment and escalate tensions both within the U.S. and in international relations, which could cause social unrest and could negatively impact stock markets and economics around the globe and the Clients’ investments. The Adviser also cannot predict how other countries will respond to the current and future U.S. presidential administrations’ actions. For example, the Adviser is unable to predict whether legislation, regulations or executive orders that would have adverse impacts on the Clients or their investments may be passed in other jurisdictions in response or related to any measures that were imposed by the previous U.S. presidential administration or that may be imposed by the current and future U.S. presidential administration, including the imposition of tariffs on U.S. goods imported into such jurisdictions, increased inspections on U.S. companies, delays on approvals for mergers and acquisitions involving U.S. companies, preferential treatment of non-U.S. companies, media campaigns against U.S. companies and/or goods and delays on license approvals in such jurisdictions. Public Health Emergencies Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Clients. The ultimate impact of any such health emergency - and any resulting decline in economic and commercial activity - on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Clients. The extent of the impact on the Clients’ and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Clients to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in

ways that are adverse to the investment strategy the Clients intend to pursue, all of which could adversely affect the Clients’ ability to fulfill their investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Clients, their portfolio companies, the general partners and the Adviser may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Possibility of Fraud and Other Misconduct of Personnel and Service Providers Misconduct by personnel of the Adviser, Service Providers to the Adviser or the Clients and/or their respective affiliates could cause significant losses to such Clients. 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 Clients, 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 Clients 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 Clients. The Adviser has controls and procedures through which it seeks 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. Weather and Climate Risk Global climate change is widely considered to be a significant threat to the global economy. Real assets in particular may face risks associated with climate change, including risks related to the impact of climate-related legislation and regulation (both domestically and internationally), risks related to climate-related business trends, and risks stemming from the physical impacts of climate change, such as the increasing frequency or severity of extreme weather events and rising sea levels and temperatures. Additionally, regulatory and voluntary initiatives launched by international, federal, state, and regional policymakers and regulatory authorities, as well as private actors, seeking to reduce greenhouse gas emissions could expose businesses to a broad category of climate change risks known as “transition risks” in addition to physical risks (e.g., changes in weather and climate patterns), such as (i) political and policy risks, (ii) regulatory and litigation risks, (iii) technology and market risks and (iv) reputational risks. Although the Clients’ target investments may not fall within industries commonly identified as “carbon intensive” or directly addressing climate change, the Adviser cannot rule out the possibility that climate change-related risks could result in unanticipated delays and expenses or other consequences, which could have a material adverse effect on the Clients and/or their investments. Further, damage to real estate owned by portfolio companies due to fires, earthquakes, floods or other natural or man-made disasters or casualty events could prevent completion of investment activities or the effective management of the Clients’ investments, any of which could have a material adverse effect on the Clients’ investments. In addition, a portion of the Clients’ assets may be investments that derive their value from, real property, and the occurrence of a natural disaster could impair the value of such property and

thereby negatively affect the financial condition and results of the Client. Insurance may not be obtained and any insurance, even if obtained, may be insufficient to compensate the Client in the event of a natural disaster. Any future extreme weather events, or other natural or man-made disasters or casualty events may also adversely affect the liquidity of both affected and unaffected assets. Custody and Banking The Clients 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 Clients, their portfolio companies and/or the Adviser transact may inhibit the ability of the Clients or their portfolio companies to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Clients 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 Clients. In the event of such a failure of a banking institution where a Client or one or more of its portfolio companies 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 Clients and their affected portfolio companies 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 Clients or their portfolio companies. This risk is increased as the Adviser and its affiliates, the Clients and Adviser personnel all may utilize the same banking institutions. One or more investors or a general partner could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, a 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. Force Majeure Portfolio entities may be vulnerable to a force majeure event, including acts of God, war and strikes, which could result in the destruction, impairment or loss of profitability for the issuers. In addition, the damage caused by the force majeure event may adversely affect a party’s ability to perform its obligations until it is able to remedy the damage. Insurance coverage of these risks may be limited, subject to large deductibles or completely unavailable, and the Adviser will determine in its discretion whether to seek insurance coverage of, or seek alternative ways to manage or mitigate, these risks. In addition, insurance coverage, particularly business interruption insurance, may be limited or unavailable to issuers upon the occurrence of a force majeure event, which may adversely impact such issuers. Material, Non-Public Information (“MNPI”); Other Regulatory Restrictions As a result of the operations of the Adviser and its affiliates, as well as in connection with officerships or directorships of the Adviser personnel, the Adviser frequently comes into possession of MNPI. Under applicable securities laws and the Adviser’s internal policies and practices, the Adviser and its personnel are prohibited from misusing, or the appearance of misusing, MNPI. In particular, the Adviser and its affiliates may have access to MNPI that may

be relevant to an investment decision to be made by a Client, and that may restrict the Client from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken. Similarly, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent the Adviser or the Clients from entering into transactions with certain individuals or jurisdictions. OFAC and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio investments owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the U.S. Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Client’s acquisition of a portfolio company may preclude other Clients from making an attractive acquisition or require one or more other Clients to sell all or a portion of certain portfolio investments owned by them. As a result of any of the foregoing, a Client may be adversely affected because of the Adviser’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult for a Client to pursue, or may prevent a Client from pursuing, investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by the Adviser or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Client will be able to participate in all potential investment opportunities that fall within its investment objectives. Limited Partners’ Access to Information; Confidentiality The limited partners’ rights to information regarding a Client will be specified, and strictly limited, pursuant to the respective Client’s Organizational Documents. In particular, it is anticipated that the general partner of a Client or the Adviser will obtain certain types of material information from or relating to investments that will not be disclosed to limited partners because such disclosure is prohibited for contractual, legal or similar obligations outside of the general partner’s or the Adviser’s control. Decisions by the general partners or the Adviser to withhold information could have adverse consequences for limited partners in a variety of circumstances. For example, a limited partner that seeks to transfer its interest in the Client could have difficulty in determining an appropriate price for such interests. Decisions to withhold information also could make it difficult for a limited partner to monitor the general partner or the Adviser and their performance. Additionally, it is expected that certain limited partners and co-investors could receive more information than other limited partners and coinvestors. For example, limited partners who designate representatives to participate on a Client Advisory Committee or are offered and participate in certain co-investments generally will, by virtue of such participation, have more information about a Client and investments in certain circumstances than other limited partners generally and could be disseminated information in advance of communication to other limited partners. In addition, due in part to the fact that prospective limited partners could ask different questions and request different information, the Adviser could provide certain information to one or more prospective limited partners that it does not provide to all prospective limited partners. None of the answers or additional information provided is or will be integrated herein, and no prospective limited partner could

rely on any such answers or information in making its decision to invest in a Client. Limited partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Client succeeds in asserting confidentiality for requested documents and other materials, and the Adviser reserves the right to withhold certain information from investors subject to such laws for reasons relating to the Adviser’s public reputation, business strategy or other reasons. Notwithstanding the foregoing, or the provisions of any Client’s Organizational Documents, the Adviser will not as a matter of policy interpret any Client’s confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has made such reports or disclosures. 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, the Clients or one or more portfolio companies could have a material and adverse effect on the value of the Clients. Insurance Clients will purchase and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) to insure a Client, the Adviser, portfolio companies, and their respective directors, officers, employees, agents, independent client representative (if any) and representatives, members of a Client Advisory Committee, Operating Consultants and other indemnified parties (and in certain circumstances, such person’s agents and representatives), against liability in connection with the activities of a Client. This includes a portion of any premiums, fees, costs and expenses for one or more “umbrella,” group or other insurance policies maintained by the Adviser that cover one or more Client, and/or the Adviser including their respective directors, officers, employees, agents, independent client representative (if any), and representatives, members of a Client Advisory Committee, Operating Consultants and other indemnified parties. The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella,” group or other insurance policies among one or more Client, and/or the Adviser, on a fair and reasonable basis, in their sole discretion, and expects to make corrective allocations should they determine subsequently that such corrections are necessary or advisable. Availability of Insurance Certain losses of a catastrophic nature, such as wars, earthquakes, typhoons, hurricanes, terrorist attacks, floods or other similar events, could be either uninsurable or insurable at such high rates that to maintain such coverage would cause an adverse impact on a Client’s investments. In general, losses related to terrorism are becoming harder and more expensive to insure against. Some insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total costs of casualty insurance for a property, if decided to be obtained. As a result, all of the Clients’ investments could not be insured against terrorism or certain other risks. If a major uninsured loss occurs, the Client could

lose both invested capital in and anticipated profits from the affected Clients’ investments. In general, the Adviser will have discretion as to the type and level of coverage to obtain, or whether to obtain insurance at all. Although the Clients’ Organizational Documents generally contain broad exculpation and indemnification provisions, the Adviser will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Client under the Investment Advisers Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Advisers Act”). The relevant liability standards under insurance coverage procured by the Adviser are expected to vary by carrier, and such standards are expected to vary from time to time depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverages from time to time are expected to vary from relevant liability and/or indemnity standards in the Clients’ Organizational Documents. The Clients generally will be responsible for insurance premiums, as set forth in their Organizational Documents, regardless of whether the liability and/or indemnity standards in the Adviser’s insurance coverage are higher or lower than those set forth in their Organizational Documents. Additionally, while co-investors and/or co-investment vehicles have the potential to benefit from a general partner’s appointment of portfolio company directors, they typically will not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Client.

BDT & MSD Partners, LLC BDT & MSD Partners, LLC (“BDT & MSD”) shares the same ultimate beneficial owners with the Adviser and is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”). BDT & MSD’s primary business is to provide financial services to closely-held public and private companies and their principals and affiliates worldwide. In the United States, BDT & MSD generally will act as placement agent for the Clients. Certain Adviser principals and personnel are registered representatives or registered principals of BDT & MSD. MSD Partners, L.P. The Adviser is affiliated with MSD Partners, a Delaware limited partnership that was founded in 2009 and serves as investment manager to certain clients that primarily make credit, real estate, and, prior to the merger, private capital investments. MSD Partners is a registered investment adviser with the SEC. The Adviser is affiliated with MSD Real Estate Management, a Delaware limited liability company that was founded in 2018 and serves as investment manager to certain clients that primarily engage in acquiring, owning and operating real estate equity investments. MSD Real Estate Management is a relying adviser of MSD Partners, relying upon MSD Partners’ investment adviser registration with the SEC. BDT & MSD BDC Management, LLC The Adviser is affiliated with BDC Management, which is a limited liability company that was formed to serve as the investment manager to certain Investment Company Act clients. BDC Management is a wholly-owned subsidiary of BDT & MSD Holdings and registered as an investment adviser with the SEC. BDT & MSD Europe S.à r.l. BDT & MSD Europe S.à r.l. (“BDT & MSD Luxembourg”) is a Luxembourg private limited liability company. BDT & MSD Luxembourg shares the same ultimate beneficial owners as the Adviser.

BDT & MSD Partners Europe GmbH BDT & MSD Partners Europe GmbH (“BDT & MSD Germany”) is a German limited company authorized by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) under firm reference number 155370. BDT & MSD Germany is regulated by both BaFin and the German Federal Bank (Deutsche Bundesbank, “Bundesbank”). BDT & MSD Germany shares the same ultimate beneficial owners as the Adviser. BDT & MSD Partners International, LLP BDT & MSD Partners International, LLP (“BDT & MSD UK”) is an affiliated UK MIFIDPRU firm authorized and regulated by the UK Financial Conduct Authority under firm reference number 731456. BDT & MSD UK shares the same ultimate beneficial owners as the Adviser. BDT & MSD Partners International, LLP – Dubai Branch BDT & MSD Partners International, LLP – Dubai Branch (“BDT & MSD UAE”) is a branch of BDT & MSD UK and is an authorized firm regulated by the Dubai Financial Services Authority (“DFSA”) with DFSA Firm Reference No. F008685. BDT & MSD Switzerland GmbH BDT & MSD Partners Switzerland GmbH (“BDT & MSD Switzerland”) is a Swiss limited company. BDT & MSD Switzerland shares the same ultimate beneficial owners as the Adviser. Investors Life Insurance Company of North America MSD Partners acts as the principal investment adviser with respect to substantially all of the invested and investable assets of the general account or other accounts of ILINA (each, an “ILINA Account” and collectively, the “ILINA Accounts”). ILINA is under common control with the Adviser. Each ILINA Account could, and likely will, invest in different assets and perform differently than other ILINA Accounts and other Clients, due to (i) timing of the ILINA Accounts initial deployment; (ii) yield requirements and other requirements of each ILINA Account; (iii) the investment guidelines applicable to the ILINA Accounts; and (iv) legal and other insurance regulatory requirements applicable to the ILINA Accounts. Due to the affiliation with ILINA, the Adviser or its affiliates could have an incentive to favor the ILINA Accounts, including with respect to the allocation of investment opportunities. To mitigate this conflict, the allocation of investment opportunities for the ILINA Accounts is subject to their individual investment guidelines and the Adviser’s Allocation Policy. See Item 11 “Allocation of Investment Opportunities Among Clients” for additional information on investment allocations. MSD Admin Services, LLC MSD Admin Services, LLC (“MSD Admin”), a Delaware limited liability company, is an affiliate of the Adviser that provides loan agent services with respect to certain loans held by MSD Partners’ clients and may be compensated by the borrower for such services. Any fees paid or retained by MSD Admin for servicing are at “arms-length” rates or terms and not offset

against advisory fees. See “Service Providers” below for additional information on rates charged by such Service Providers. MSD Admin generally will retain a third party to act as subservicer and perform day-to-day servicing responsibilities, including directing payments to and from the borrower. MSD Real Estate Partners, L.P. and MSD Real Estate Management The Adviser is affiliated with MSD Real Estate Partners, L.P. (“MSD Real Estate”), which is a partnership that was formed by certain partners of MSD Partners’ real estate equity team. MSD Real Estate is primarily engaged in acquiring, owning and operating real estate equity investments and conducts its investment advisory activity through its wholly owned subsidiary, MSD Real Estate Management, which serves as investment manager to certain real estate clients. MSD Real Estate Management is a wholly-owned subsidiary of BDT & MSD Holdings and is a relying adviser of MSD Partners, relying upon MSD Partners’ investment adviser registration with the SEC. BDT & MSD Co-CEO Co-Chief Executive Officer of the Adviser’s parent company, BDT & MSD Holdings, Gregg R. Lemkau (“BDT & MSD Co-CEO”), serves as a member of the Board of Directors of BlackRock, Inc. (“BlackRock”). BlackRock is a leading global provider of investment, advisory, and risk management solutions. From time to time, the Adviser may source investments from BlackRock and/or its affiliates. Any such investments will be made on an arm’s-length basis. Services Agreement with DFO Management DFO Management, LLC (“DFO”) is the family investment office of the Dell Technologies Founder, Chairman and CEO Michael Dell and his family. Pursuant to an agreement between the Adviser and DFO, each party to the agreement and certain of its personnel provide services and support to the other. Such services and support are generally provided on a cost basis. Those Adviser personnel who provide services to DFO, or to multiple Clients, will have a conflict in allocating their time and services. See “Management of the Clients” and “Multiple Clients” for additional information.

Adviser personnel and their families and households are permitted to purchase investments for their own accounts, including the same investments as may be purchased or sold for a Client, subject to the terms of the Code of Ethics. Under the Code of Ethics, Adviser personnel are required to file certain periodic reports with the Adviser’s Compliance Officer (“CCO”) and to annually certify compliance with the Code of Ethics. Adviser personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with the Adviser on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Clients or the expenses borne thereby. A copy of the Code of Ethics is available to any client or prospective client upon written request to: compliance@bdtmsd.com. Participation or Interest in Client Transactions The Adviser and certain Adviser principals and other personnel as well as affiliates of the Adviser are permitted to invest in the Clients, either through the general partners, as direct investors in the Clients or otherwise. A Client or its general partner, as applicable, may reduce all or a portion of the Management 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 or current investors in a Client (including purchasers of an investor’s interests in a secondary transaction) or a co-investment opportunity (see below) ask different questions and request different information, the Adviser will, in certain cases, provide certain information to one or more prospective or current investors that it does not provide to all of the prospective investors or current investors. In addition, the primary beneficiary of DFO Management, who is an investor in Clients and also an indirect minority owner of the Adviser, has in the past and will in the future be given access to certain information not available to

other Client investors, and such investor has and expects to participate as an observer in Adviser investment committee meetings. Similarly, DFO Management employees, who are subject to the Code of Ethics, have in the past and will in the future be given access to certain information not available to other Client investors. Certain Conflicts of Interest The Adviser and its affiliates engage in a range of financial services activities, including investment activities for their own accounts. In the ordinary course of conducting its activities, the interests of a Client may conflict with the interests of the Adviser, other Clients 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. Others are disclosed throughout this Brochure, including in Item 6 with respect to performance fees, and/or in each Clients Organizational Documents. In accordance with a Client’s Organizational Documents, the Adviser has in the past and may, in the future, establish certain investment vehicles through which certain personnel of the Adviser or its affiliates, certain business associates, or other persons invest alongside one or more Clients. See “Allocation of Co-Investment Opportunities” for additional information on the conflicts relating to these types of investments. In addition, the Adviser, its affiliates, Adviser principals, officers and other personnel of the Adviser (including, for the avoidance of doubt, proprietary investment vehicles owned by the Adviser and/or its affiliates) may make proprietary investments in portfolio companies that are held by the Clients, or that are offered to and/or evaluated by but rejected by Clients, which may include investments that are insufficiently sized or inappropriate for the Clients based on their mandates, among other rationales. See “Conflicts Relating to the General Partner and the Adviser” for additional information on the conflicts relating to these types of investments. 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 subject to the Clients’ Organizational Documents. In resolving conflicts, the Adviser will consider various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: •

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

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

•

Consultation with a Client Advisory Committee, where applicable. A Client Advisory Committee may be a Client Advisory Committee for multiple Clients. Such a Committee consists of representatives of investors not affiliated with the Adviser. These Client 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;

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

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

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

In addition, certain provisions of a Client’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 Client and its ability to achieve its investment objectives. While the Adviser endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that the Adviser will identify or resolve all conflicts in a manner that is favorable to the Clients and the Clients’ investors are not entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Conflicts The material conflicts of interest encountered by a Client include those discussed below. Other material conflicts are disclosed throughout this Brochure, including in Item 6 with respect to performance fees, and/or in a Client’s Organizational Documents. Warehousing Investments In certain circumstances, the Adviser will cause a Client to purchase from another entity, which may be an affiliated entity, a portfolio investment that was initially acquired (“warehoused”) by such entity prior to the first closing of the Client. Any such warehoused investments are expected to be acquired from the warehousing party for the cost to the warehousing party, as applicable, of such warehoused investment, including any fees and expenses related thereto (including any costs of borrowing or interest attributable thereto) as determined by the warehousing party, and taking into account the impact of any currency fluctuations as determined by the warehousing party, plus an interest charge thereon determined by such warehousing party. Allocation of Investment Opportunities Among Clients The Adviser manages investments on behalf of a number of Clients. Certain Clients (including predecessor and successor funds) have, or are expected to have, investment programs that are the same as, similar to or which otherwise overlap with the investment program of certain other Clients, co-investors, clients of its affiliated advisers, and other persons (including, for example, individuals and entities that wish to make direct investments (i.e., not through an

investment vehicle) side-by-side with one or more Clients in particular transactions and/or individuals or entities acting as “co-sponsors” with the Adviser with respect to a particular transaction) (collectively referred to as “BDT & MSD Clients”). Therefore, such BDT & MSD Clients will participate alongside certain Clients in investments or otherwise be invested in the same portfolio investments, issuer or borrower. In determining which BDT & MSD Clients should participate in such investment opportunities, the Adviser and its affiliates are subject to conflicts of interests among the BDT & MSD Clients. Except as required by the Organizational Documents, the Adviser is not obligated to recommend any investment to any particular Client. The Adviser and its affiliates must first determine which BDT & MSD Clients will, or are required to, participate in the relevant investment opportunity. The Adviser and its affiliates generally assess whether an investment opportunity is appropriate for a particular BDT & MSD Client based on the Organizational Documents, as well as other factors in the Adviser and its affiliates’ discretion and as described in the relevant Organizational Documents. BDT & MSD Clients will participate in a particular investment. In such cases, the Adviser and its affiliates, in their discretion, will determine the allocation of investment opportunities among BDT & MSD Clients in a manner that they believe is fair and equitable to the BDT & MSD Clients under the circumstances over time, consistent with their obligations. Generally, such investment opportunities are allocated on a pro rata basis based on available capital, taking into account various factors, which may differ by strategy and by BDT & MSD Clients, and may include, but are not limited to, funding mechanics (e.g., capital commitments and/or one-time subscriptions), liquidity, use of leverage, currency denomination of commitments or subscriptions, and other such factors as determined by the Adviser. However, the Adviser, as well as its affiliates, allocates certain investment opportunities on a non-pro rata basis and in doing so considers a wide range of additional factors, as further described in the relevant Organizational Documents. When investments are allocated on an other than pro rata basis, the Adviser will, as deemed appropriate, seek to document the rationale for such allocation. In allocating investment opportunities among the BDT & MSD Clients, the Adviser and its affiliates will not favor or disfavor, consistently or consciously, any Client or class of Clients in relation to any other BDT & MSD Client. However, investments and their characteristics have the potential to change and there can be no assurance that an investment may prove to have been more suitable for another BDT & MSD Client in hindsight. Although sales of investments held by multiple BDT & MSD Clients generally are expected to be sold on a pari passu basis, the Adviser and its affiliates, in their sole discretion will, in certain cases, sell investments from various BDT & MSD Clients on a non-pro rata basis based on a wide variety of factors including those described above in respect of allocations of investment opportunities. It is possible that one BDT & MSD Client may be selling an investment, while another Client is retaining or investing more capital in the same investment. The Adviser or its affiliates reserve the right to offer an investment opportunity related to an investment previously made by a BDT & MSD Client at the exclusion of, or resulting in a limited offering to, other BDT & MSD Clients. Similarly, in certain circumstances, regulatory, legal or policy restrictions imposed on significant investors in the BDT & MSD Clients cause a Client to be prohibited from participating in an investment (or, in some circumstances required to make a certain investment, or not make, as the case may be) that the Adviser and/or its affiliates would otherwise seek to make on behalf of a given BDT & MSD Client, including (without limitation) participating in new issue offerings. These restrictions can also impact allocations.

Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among BDT & MSD Clients with differing fee, expense and compensation structures, the Adviser and its affiliates have an incentive to allocate investment opportunities to the BDT & MSD Clients from which the Adviser, its affiliates and/or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. Notwithstanding the foregoing, the Adviser and its affiliates will not allocate investment opportunities among the BDT & MSD Clients based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any BDT & MSD Client or (ii) the profitability of any BDT & MSD Client as it would impact the Adviser, its affiliates or its related persons. Due to the differences in the applicability of allocation factors to each BDT & MSD Client, there will be differences in the invested positions and securities held between BDT & MSD Clients within the same investment strategy. The Adviser and its affiliates are not obligated to purchase or sell an investment instrument or provide an investment opportunity to a BDT & MSD Client because the Adviser or an affiliate purchases or sells the same investment instrument for or provides an opportunity to another BDT & MSD Client if, in the reasonable opinion of the Adviser and/or its affiliate, the transaction does not appear to be suitable, practical or desirable for the BDT & MSD Client. In addition, subject to a BDT & MSD Client’s Organizational Documents, one BDT & MSD Client may hold, acquire or dispose of positions in an investment in which another BDT & MSD Client invests or has invested. Such investments and transactions raise potential conflicts of interest for the Adviser and its affiliates, particularly if BDT & MSD Clients invest in different classes or types of securities of the same investment. In that regard, actions taken by one BDT & MSD Client may be adverse to another BDT & MSD Client, including, but not limited to, during a restructuring, bankruptcy or other insolvency proceeding or similar matter. See “Conflicts Related to Purchases and Sales.” The Adviser and its affiliates, as well as Adviser principals and other Adviser personnel, invest indirectly in and are permitted to invest directly in BDT & MSD Clients and therefore participate indirectly in investments made by the BDT & MSD Clients in which they invest. Such interests will vary by client and may create an incentive to allocate particularly attractive investment opportunities to the BDT & MSD Client in which such persons hold a greater interest. The existence of these varying circumstances would present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a BDT & MSD Client. 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 BDT & MSD Clients. In such cases, the Adviser could be incentivized to manage such arrangements in a manner that would enhance the returns of the BDT & MSD Clients in which the Adviser and/or its related parties hold a substantial portion of the equity, even to the detriment of other BDT & MSD Clients. See “Allocation of Co-Investment Opportunities” below. Conflicts Related to Purchases and Sales Potential or actual conflicts are expected to arise when a Client makes investments in conjunction with an investment being made by other Clients or a client of the Adviser’s affiliates, or in a transaction where another Client, a client of an affiliate or an affiliate has already made an investment or has an interest. Investment opportunities may be appropriate for Clients, and/or clients of the Adviser’s affiliates, at the same, different or overlapping levels of a portfolio company’s capital structure. Conflicts may arise in determining the terms of investments, particularly when these clients may invest in different types of securities in a single portfolio company.

Certain Clients invest in securities of companies in which other Clients hold securities, including both debt and equity securities. In addition, because different legal rights are associated with debt and equity investments, a conflict of interest arises with respect to the advice given to, and the actions taken on behalf of, a debt-holding Client, versus an equityholding Client. Conflicts arise in these circumstances, particularly where the underlying company is facing financial distress. For example, conflicts of interest arise in determining: (i) whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced; and (ii) what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring 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 Client to the detriment of another Client. If one Client has a controlling or significantly influential position in a portfolio company, it will have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling Client 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 Clients, and/or clients of the Adviser’s affiliates, that have invested in the same portfolio company that do not have the same level of control or influence over the portfolio company. The involvement of Clients, and/or clients of the Adviser’s affiliates, at both the equity and debt levels also could inhibit strategic information exchanges among fellow creditors, and Clients, and/or clients of the Adviser’s affiliates, may be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest. If additional capital is necessary as a result of financial or other difficulties of a portfolio company, or to finance growth or other opportunities, the Clients may or may not provide such additional capital, and if provided, each Client will supply such additional capital in amounts, if any, as determined by the Adviser. In the event one Client is unable to pay its share of additional capital (e.g., in the event such Client does not have sufficient available capital), the other Client may fund more than its share of such amount. In such event, one Client will gain greater exposure to such investment than may have been intended and the other Client will be diluted in such investment. To the extent a Client holds securities or instruments that are different (including with respect to their relative seniority or liquidation preferences) than those held by other Clients, the Adviser may be presented with decisions when the interests of Clients conflict. In that regard, actions may be taken for a Client that are adverse to other Clients, and vice-versa. The opposite circumstance may also occur, in which a Client is unable to supply its share of additional capital and is diluted. The returns of the Client may be negatively impacted as a result of the foregoing. A potential conflict arises in allocating an investment opportunity if the potential investment target could be acquired by either a Client or a portfolio company of another Client. Investments by more than one client of the Adviser or its affiliates in a portfolio company also raise the risk of using assets of a client of the Adviser or its affiliates to support positions taken by other clients of the Adviser or its affiliates, or that a client may remain passive in a situation in which it is entitled to vote. In addition, there may be differences in timing of entry into, or exit from, a portfolio company for reasons such as differences in strategy, existing portfolio or liquidity needs. Furthermore, a Client and a co-investment vehicle may receive securities in58

kind as a result of an investment disposition. The Adviser may determine, for liquidity, strategy or other reasons, to dispose of the Client’s shares and the co-investment vehicle’s shares at different times which may result in each entity receiving a different value for the securities. These variations in timing may be detrimental to a Client. Adviser personnel and related persons of the Adviser and its affiliates have made or may make capital investments in or alongside certain Clients, and therefore may have additional conflicting interests in connection with these investments. There can be no assurance that the return of a Client participating in a transaction would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. The applicable Client’s Organizational Documents vary based on the particular facts and circumstances surrounding each investment by two or more Clients 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. In addition, investors may receive different consideration (for instance, investors in one Client may receive cash whereas investors in another Client may be provided the opportunity to receive distributions in-kind), which may impact the realized return ultimately received by each Client. In such circumstances described above, the Adviser could take steps to reduce the potential conflicts of interest between the various Clients, including causing a Client to take certain actions that, in the absence of such conflict, it would not take (e.g., a Client may divest itself of an asset it otherwise may have retained, the Adviser may establish information barriers, certain matters may be referred to a Client Advisory Committee or a third party, or a Client may only invest in securities that to seek to align interests with other investing Clients). Any such steps could have the effect of benefiting one Client or the Adviser at the expense of another Client. The Clients may enter into equity commitment arrangements whereby, subject to any applicable documentation, a Client agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase equity securities in a transaction. Furthermore, in certain instances the Clients will also enter into (a) limited guarantee arrangements whereby, subject to any applicable documentation, a Client agrees that if a transaction with respect to a potential portfolio company is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity and (b) full guarantee arrangements where a Client 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 Client (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 Clients’ 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 fees. Therefore, in the unlikely event that a coinvestment vehicle defaults on an arrangement with the Client to pay its proportionate share of the equity purchase price (if any) or such an arrangement does not exist, the Client could be held responsible for the entire equity purchase price or reverse termination fee, or obligations, as applicable. Certain Clients co-invest with third parties through partnerships, joint ventures or other similar entities or arrangements. 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 Client, or that the third-party may be in a position to take actions that are inconsistent with the investment objectives of the Clients. There may also be instances where the Clients will be liable for the actions of such third-party co-investors. There can be no assurance that the return of a Client participating in a transaction with a third party would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such situation not existed. Multiple Clients Certain inherent conflicts of interest arise from the fact that the Adviser provides investment management services to more than one Client and that the Adviser is affiliated through common ownership with other investment advisers, namely MSD Partners and its relying adviser(s). Certain Adviser personnel provide investment management to more than one BDT & MSD Client, and such Clients could have overlapping or even conflicting investment objectives or strategies. These activities could adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more BDT & MSD Clients. For example, the Adviser and its affiliates could recommend investments to or purchase securities for the account of one BDT & MSD Client that could differ from investments recommended or bought for other BDT & MSD Clients, even though the investment objectives of the BDT & MSD Clients involved could be similar or even identical. Moreover, the BDT & MSD Clients (or Adviser personnel) could make investments or engage in other activities that express inconsistent views with respect to an entity in which they have invested, a particular security or relevant market conditions. The Adviser and its affiliates reserve the right to express inconsistent views of commonly held investments or of market conditions more generally, including in instances where different portfolio managers or personnel express different views regarding the same investment. There can be no assurance that the return on one BDT & MSD Client’s investments will be the same as the returns obtained by other BDT & MSD Clients participating in a given transaction. Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to participating BDT & MSD Clients. In that regard, actions taken for one or more BDT & MSD Clients may adversely affect other BDT & MSD Clients. See “Conflicts Related to Purchases and Sales.” Moreover, certain Adviser personnel may, in connection with their management of more than one Client or otherwise, enter into (or have entered into) non-competition or similar agreements that could effectively preclude a Client from taking advantage of certain investment acquisition or disposition opportunities or otherwise adversely impact the Client. Further, conflicts of interest could arise if one or more Clients make a later stage investment in a portfolio company or vice versa. This may result in differences in price, investment terms and associated costs between Clients. Also, the subsequent investment could dilute a Client’s investment in the portfolio company and could otherwise adversely impact the value and liquidity of a Client’s investment in the portfolio company. Allocation of Co-Investment Opportunities The Adviser will determine if the amount of an investment opportunity exceeds the amount the Adviser determines would be appropriate for the BDT & MSD Clients, or if an investment might otherwise benefit from the involvement of co-investors, in which case an investment opportunity may be offered to one or more co-investors pursuant to the procedures included in such BDT & MSD Clients’ Organizational Documents and other agreements, and as set forth

in the following paragraphs. There may be circumstances where an amount that the Adviser determines, for strategic or other reasons could have otherwise been invested by a particular BDT & MSD Client, is instead allocated to one or more co-investors. Co-investments can occur when an investment is shared between a Client, clients of an affiliate, and one or more thirdparty investor, including an investor in a Client, DFO Management, senior investment professionals and/or other Adviser personnel. The Adviser is not required to consult with the BDT & MSD Clients’ advisory committees or other investors not being offered an opportunity to co-invest prior to offering such co-investment opportunities. Subject to any Investment Allocation Requirements or other specific agreements with investors, in general, (i) other than the Adviser, a BDT & MSD Client’s general partner or their respective affiliates, along with Adviser personnel, which in certain instances may participate in a co-investment pro rata to their commitment to the BDT & MSD Client set forth in the Organizational Documents of the applicable BDT & MSD Client, no investor in a BDT & MSD Client has a right to participate in any co-investment opportunity and investing in a BDT & MSD Client does not give an investor any rights, entitlements or priority to co-investment opportunities, (ii) decisions regarding whether and to whom to offer co-investment opportunities, as well as the applicable terms on which a co-investment is made, are made in the sole discretion of the Adviser or its related persons. As a result, investors may be offered a smaller amount of co-investment opportunities than originally requested and/or an investor may be offered fewer co-investment opportunities than other investors in the same BDT & MSD Client, with the same, larger or smaller capital commitments to such BDT & MSD Client. Co-investment opportunities typically will be offered to some and not other investors in the BDT & MSD Clients, in the sole discretion of the Adviser or its related persons, and certain persons other than investors in the BDT & MSD Clients (including other BDT & MSD Clients managed by the Adviser, Adviser principals, consultants, persons associated with a portfolio company and other third parties whom the Adviser believes will provide a benefit to the Adviser, a BDT & MSD Client and/or one or more portfolio companies) rather than one or more investors in a BDT & MSD Client, may be offered co-investment opportunities, in the sole discretion of the Adviser or its related persons. The Adviser and its affiliates, executives, partners, principals, managing directors, officers or directors of, or investment professionals employed by, the Adviser or any of its affiliates (including previous officers, directors or employees of the Adviser), along with any of their permitted family members and trusts, partnerships or other vehicles, programs or entities formed for the benefit of or owned by any of the foregoing (collectively, the “GP Investment Group”), have invested, and are expected to continue to invest, alongside BDT & MSD Clients in investment opportunities, up to applicable percentage limitations set forth in the Organizational Documents of the applicable BDT & MSD Client. Certain investors of the GP Investment Group have direct and indirect investments in certain Clients through, for example, partner interests (or the equivalent), employee co-investment vehicles, direct investments, deferred compensation agreements, performance allocations, and carried interest. In addition, the GP Investment Group has the right to acquire any co-investment interests offered to individuals serving as directors or officers of portfolio companies. The Adviser expects to determine, on a case-by-case basis, that other persons are permitted to invest alongside the GP Investment Group (such persons, “eligible participants”), particularly if such persons were involved in the sourcing or execution of the applicable transaction, including Operating Consultants, members of the Advisory Board, employees of DFO Management, LLC, or other persons the Adviser determines to include for strategic or other reasons, including because of relationships with Adviser, the Clients or portfolio companies.

Conflicts of interest arise in connection with the management of the BDT & MSD Clients and portfolio company investments by those in the GP Investment Group and other eligible participants, which could adversely impact the BDT & MSD Clients. For instance, such persons will co-invest in certain portfolio companies and not others, and co-investments will be at differing amounts. In such cases, there will be an incentive to allocate more time, services or functions with respect to co-investments from which those persons would derive a higher economic benefit, even if it would be in a BDT & MSD Client’s interest for those persons to prioritize other portfolio companies that would be more significant drivers of overall BDT & MSD Client returns. In addition, there are conflicts of interest with respect to other transactions, governance and engagements with respect to the portfolio companies co-invested in by the GP Investment Group and other eligible participants, including with respect to releveraging and recapitalization transactions involving portfolio companies, follow-on investments and engagements with Service Providers and Operating Consultants. Investors from the GP Investment Group and other eligible participants generally will not pay Management Fees or Carried Interest, though they will pay for their pro rata share of certain BDT & MSD Client expenses and as set forth under “Co-Investment Vehicle Fees and Expenses.” The Adviser generally seeks to ensure that any GP Investment Group and other eligible participant co-investors as well as BDT & MSD Clients participate in any co-investment and any related transactions on comparable economic terms to the extent reasonably practicable and subject to legal, tax and regulatory considerations, though such participation could not be practicable in all circumstances and will depend on terms negotiated by such co-investors. In addition, BDT & MSD personnel in certain cases can participate in co-investment opportunities without incurring fees. As such, a BDT & MSD Client could potentially participate in such investments on different and potentially less favorable economic terms than such parties. GP Investment Group and other eligible participant co-investors will generally be required to participate on a pro rata basis in follow-on investments, though exceptions may be permitted. Any co-investment by the GP Investment Group and eligible participants may affect the Adviser’s decision to offer certain opportunities for investor co-investment, will reduce the amount that could have otherwise been invested by one or more other co-investors (including investors in a BDT & MSD Client) and may constitute the entire co-investment with respect to a particular opportunity. Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). In certain cases, determinations to allocate investment opportunities to vendors or Service Providers will be made prior to the determination of the availability of opportunity for other co-investors, and as such generally will decrease the amount of coinvestment opportunities available. The Adviser’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among the persons and in the manner discussed above often will not result in pro-rata allocations and such allocations may be more or less advantageous to some 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. While the Adviser will determine how to allocate investment opportunities using its reasonable judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a BDT & MSD Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which the Adviser is subject, discussed herein, did not exist.

In the event the Adviser determines to offer an investment opportunity to co-investors, there can be no assurance that the Adviser will be successful in offering a co-investment opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for the BDT & MSD Client or that expenses incurred by the BDT & MSD Client with respect to the syndication of the co-investment will not be substantial. In order to facilitate the acquisition of an investment, the Adviser or one or more of its affiliates may, on behalf of itself or one or more of BDT & MSD Clients, make or commit to make an investment that exceeds the desired amount with a view to selling a portion of such investment to co-investors or other BDT & MSD Clients prior to or after the closing of the acquisition. In such event, BDT & MSD Clients bear the risk that any or all of the excess portion of such investment may not be sold or may be sold on unattractive terms. As a consequence, the BDT & MSD Client 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 BDT & MSD Client’s overall investment returns. Therefore, it is possible that a BDT & MSD Client 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, interests of potential co-investment parties may differ from the interest of the BDT & MSD Client and the BDT & MSD Client’s investors. It is possible that a potential co-investment party may experience financial, legal or regulatory difficulties and may have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a BDT & MSD Client and as a result, may take a different view from the Adviser as to the appropriate strategy for an investment or may be in a position to take a contrary action to a BDT & MSD Client’s investment objective. The Adviser or its affiliates may establish dedicated co-investment vehicles for specific investors in order to facilitate investments by the relevant investors as co-investment parties alongside a BDT & MSD Client that often have more favorable rights and/or terms than the Clients and/or other co-investors. Any such vehicle will be established at the Adviser or its affiliates’ sole discretion and the Adviser and its affiliates have no obligation to offer a similar opportunity to any other investor. Impact and Charitable Advisory Services Conflicts The Adviser’s provision of impact and charitable advisory services creates conflicts of interest. The Adviser receives compensation from a portfolio administrator and manager for such services and therefore has an incentive to devote time and resources to these activities. These conflicts are mitigated by, among other things, the non-discretionary nature of the Adviser’s role with respect to charitable assets, the separation of decision-making authority (with the portfolio administrator and manager retaining final authority), and the Adviser’s policies and procedures governing allocation of investment opportunities and conflicts management. Escrows, Holdbacks and Client Reserves In connection with the sale of (or certain other events at) a portfolio company, while the Adviser intends to timely distribute the amounts owed to investors and/or the relevant Client(s), the Adviser reserves the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the portfolio company and/or relevant Client(s). Such amounts generally are not subject to any pre-defined limits in the applicable Organizational Documents, transaction agreements or any of the Adviser’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Client(s) will be monitored by the Adviser’s personnel on an ongoing basis. The Adviser will have potential conflicts of interest

in determining the amount and timing of distributions to limited partners and/or the relevant Client(s), and regarding the timing in which such distribution is made. Secondary Transactions To the extent the Adviser has discretion to consent to (or reject) transfers requested by one or more limited partners, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via side letter, including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in future Clients. Subject to any restrictions in the Organizational Documents of the applicable Client, the Adviser or its related persons may be asked to identify a limited number of persons to potentially acquire the interest being transferred. In addition, the Adviser or its related persons may acquire the interests being transferred in a Client. The Adviser, its related persons or its affiliates also are permitted, but not obligated, to purchase Client interests from limited partners that desire to transfer their interests. The Adviser is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Clients and their investments, not all of which is expected to be known by the transferring limited partner, and the Adviser generally will not obtain a fairness opinion or third-party valuation of such interests. The Adviser similarly expects to use its discretion to select limited partners from whom it will acquire Client interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion whether it will offer to purchase Client interests from one or more limited partners. Although the relevant transferor and transferee may bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Client. Cross Transactions The Adviser is authorized to cause a Client to purchase investments from another Client, or it may cause a Client to sell investments to another Client. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Client may not receive the best price otherwise possible, or the Adviser might have an incentive to improve the performance of one Client by selling underperforming assets to another Client in order, for example, to earn fees. Additionally, in connection with such transactions, the Adviser, its affiliates and/or their professionals (i) may have significant investments, or intentions to invest, in the Client that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment. The Adviser and its affiliates may receive management or other fees from the Clients involved in such a transaction and may also be entitled to share in the investment profits of the relevant Clients. Depending on the transaction structure, these transactions may disproportionately benefit the purchasing, selling, or merging Client (or the Adviser as a result of its interests in a particular Client), and one Client may incur expenses or forego gains that would have been obtained had it not entered into such transaction. For example, the Adviser may be incentivized to support a less successful portfolio company of an older Client by causing a newer Client with a longer remaining term and investment period to purchase a part or all of such portfolio company in order to provide the Adviser additional time to potentially manage it to a successful exit and increase the likelihood of the Adviser or an affiliate receiving Carried Interest. Conversely, the Adviser may be incentivized to sell an attractive investment in an older Client to a newer Client 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 Clients and the Adviser’s interest in such Clients. Such acquisition or merger may

result in the acquiring entity purchasing a Client’s portfolio company at a valuation that is: (a) not the highest price than could have been obtained in the market had there been a robust sales process with multiple third-party bidders or (b) higher than the value of the company resulting in an overvaluation. Under certain circumstances, the Adviser may wish to reduce the investment of one or more Clients in an investment and increase the investment of other Client(s) in such investment, and may, therefore, effect such transactions by directing the transfer of such investment between such Clients or through any other transaction structure (for example, distribution of portfolio company interests from one Client and contribution of such interests to another Client). Any costs and expenses associated with any such transaction will be borne by such Clients in accordance with such Clients’ Organizational Documents and to the extent not addressed in the applicable Organizational Documents, on an allocation that the Adviser deems in good faith to be fair and reasonable. To address these conflicts of interest, in connection with effecting such transactions, the Adviser will follow the Investment Allocation Requirements of the relevant Clients (e.g., the Organizational Documents of certain Clients may provide for the rebalancing of investments at certain times and at a cost set forth in those documents so that these Clients’ resulting ownership of investments is generally proportionate to the relative capital commitments of the Client). To the extent such matters are not addressed in the Investment Allocation Requirements, the Adviser, and where appropriate the applicable Client Advisory Committee, will be responsible for confirming that the Adviser (i) considers its respective duties to each Client and (ii) obtains any required Client-related approvals of the transaction’s terms and conditions after having made full disclosure of all material terms. There can be no assurance that any such conflicts can be resolved in a manner that is beneficial to each Client or portfolio company nor is there any assurance that such transaction will be equally or similarly profitable or advantageous to each participating Client. 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. 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. 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 Client(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. Continuation Transactions The Adviser may determine that it is in the best interest of a Client holding an investment (the “selling Client”) to transact with another Client (the “purchasing Client”) in order to provide the selling Client’s investors with an option to either: (1) receive cash proceeds from the selling Client’s sale or transfer of such portfolio company and/or (2) “roll” (i.e., retain) their interest in such portfolio company. These types of transactions are often referred to as “continuation transactions.” In connection with such continuation transactions, the Adviser may require the investors in the purchasing Client to make an additional investment in a Client or commit to invest in a future Client. In addition to those conflicts of interest described above under “Cross Transactions,” conflicts of interest arise in these continuation transactions because (i) the

Adviser and its affiliates are charging investors in the purchasing Client a Management Fee and Carried Interest (which economics are likely to be different than the selling Client) and the transactions have the potential to result in the receipt of additional Management Fees and Carried Interest by the Adviser and its affiliates; (ii) the Adviser and Adviser personnel are expected to have the ability to make material investments in the purchasing Client, which may cause them to take actions that benefit the purchasing Client; (iii) the Adviser is actively involved in negotiating the terms of the sale on behalf of the selling Client, on the one hand, and the purchasing Client, on the other hand (including allocation of expenses incurred in the transaction); and/or (iv) of the requirement for an investor in the purchasing Client to make an investment in a Client or a commitment to invest in a future Client, which (a) incentivizes the Adviser to favor such investors because of the potential for the Adviser and its affiliates to earn additional Management Fees with respect to any such investment or commitment to invest, and (b) could affect the price such investors offer to purchase the asset from the selling Client. Additionally, conflicts of interest arise in continuation transactions as a result of the allocation of fees and expenses, because fees and expenses will be incurred in connection with the transaction, and the Adviser might determine to allocate bankers’ fees and certain other fees and expenses solely to selling investors and not to the “rolling investors” or “new investors” in the purchasing Client or vice versa. To the extent not addressed in a Client’s Organizational Documents, the Adviser will address conflicts of interest that arise in connection with continuation transactions considering items, as relevant, as set forth above under “Cross-Transactions.” Management of the Clients The Adviser manages Clients that may have investment objectives similar to each other. It is likely that the Adviser or its personnel will in the future establish one or more additional investment funds with investment objectives substantially similar to, or different (and potentially conflicting) from, those of the current Clients. Allocation of available investment opportunities between the Clients and any such investment fund could give rise to conflicts of interest. See “Allocation of Investment Opportunities Among Clients” and “Allocation of CoInvestment Opportunities” above. The Adviser may give advice or take actions with respect to, the investments of one or more Clients that may not be given or taken with respect to other Clients with similar investment programs, objectives or strategies. As a result, Clients with similar strategies may not hold the same securities or achieve the same performance. In addition, a Client may not be able to invest through the same investment vehicles or have access to similar credit or utilize similar investment strategies as another Client. These differences result in variations with respect to price, leverage and associated costs of a particular investment opportunity. In addition, it is expected that Adviser personnel responsible for managing a particular Client will have responsibilities with respect to other Clients managed by the Adviser, including funds raised in the future or to proprietary investments made by the Adviser and/or its principals. Conflicts of interest may arise in allocating time, services or functions of Adviser personnel. Adviser personnel will devote such time to the Clients as the Adviser determines to be necessary to conduct its business affairs in an appropriate manner. However, Adviser personnel, including members of the Adviser’s investment committees, will work on other projects, serve on other committees and source potential investments for and otherwise assist the investment programs of clients of the Adviser’s affiliates and their portfolio investments. Certain members of the Clients’ investment teams are also members of other Clients’ or other affiliated clients’ investment teams and will continue to serve in those roles (which in some cases is their primary responsibility) and as a result, not all of their business time will be

devoted to a particular Client. Time spent on these other initiatives diverts attention from the activities of the Clients, which could negatively impact the Clients and their investors. Certain non-investment professionals are not dedicated solely to a particular Client and are permitted to perform work for other Clients or the clients of affiliated advisers which is expected to detract from the time such persons devote to a particular Client. Furthermore, Adviser personnel derive financial benefit from these other activities, including fees and performancebased compensation. Personnel of the Adviser’s affiliates share in the fees and performancebased compensation from the Clients; similarly, the Adviser’s personnel share in the fees and performance-based compensation generated by clients of the Adviser’s affiliated advisers. These and other factors create conflicts of interest in the allocation of time by the Adviser’s personnel. For example, the Adviser has an incentive to allocate more time, services or functions to the Client or Clients from which the Adviser or its personnel derives a higher economic benefit and/or to better performing Clients. The Adviser has in the past and may, in the future, consider and reject an investment opportunity on behalf of one Client, and the Adviser or an affiliate of the Adviser may subsequently determine to have the Adviser or an affiliate of an Adviser, or another Client or client of the Adviser’s affiliates, make an investment in the same company. A conflict of interest arises because the Adviser, its affiliate, or the investing Client (or client of the affiliate) will, in such circumstances, benefit from the initial evaluation, investigation and due diligence undertaken by the original Client considering the investment. In addition, the Adviser may consider an investment opportunity for one Client and then subsequently determine to have another Client make the investment. In making any such reallocation determination, the Adviser will consider a variety of factors, including those set forth above under “Allocation of Investment Opportunities Among Clients.” Conflicts of interest arise in connection with such a reallocation, including those set forth above under “Allocation of Investment Opportunities Among Clients.” A conflict of interest exists because the investing Client will benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Client 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 Client to which the investment was originally allocated has incurred substantial out-of-pocket expenses in connection with evaluating, investigating and diligencing such investment. In the event that the investing Client does reimburse the original Client for out-of-pocket expenses incurred in connection with evaluating, investigating and diligencing such investment, the investing Client typically will not pay interest on any such amounts reimbursed to the original Client. Alternatively, if the investing Client does pay interest on such amounts to the initial Client, 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 Client for the time since it deployed capital to pay such expenses. The Adviser experiences conflicts of interest in connection with causing one Client to incur expenses that may ultimately benefit another Client (or fund advised by its affiliate), and similarly experiences conflicts of interest in determining the need for, calculating the amount of, and effecting any such reimbursement, as such arrangements may involve the discharge of a liability that one Client (or fund of the Adviser’s affiliate) owes to another Client, 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 Clients. There can be no assurance that the amounts reimbursed to the original Client will be commensurate with the benefit received by the investing Client.

In addition, the Adviser receives and generates various kinds of portfolio company data and other information, including related to or created in connection with financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors, ESG and other metrics, financial information, commercial and transactional information, user data, cost data and related data or information. This information may, in certain instances, include confidential and/or sensitive information received or generated in connection with efforts on behalf of one Client’s investment (or prospective investment) in a portfolio company. As a result, the Adviser may be better able to anticipate macroeconomic and other trends and financial opportunities, enhance and improve operations of portfolio companies and otherwise develop investment strategies or identify specific investment or business opportunities. The Adviser may, in the future, utilize such data for purposes of identifying new investment opportunities for the Clients. Information from a portfolio company owned by a Client could enable the Adviser to better understand a particular industry and develop and execute investment strategies in reliance on that understanding for the Adviser and other Clients that do not own an interest in such portfolio company, without compensation or benefit to such Client or its portfolio companies. Further, data may be aggregated across the Client and their respective portfolio companies and, in connection therewith, the Adviser may elect to serve as the repository for certain data, including with ownership, use and distribution rights therein. The Adviser may also share data from a portfolio company of one Client with a portfolio entity of another Client. In the event such data is utilized in this manner, portfolio companies may incur incremental expenses in collecting and organizing information requested or required to be furnished to the Adviser (which expenses are indirectly borne by the Clients). The Adviser has in the past entered into and is likely in the future to enter into information sharing and confidentiality arrangements with portfolio companies and other sources of information that may limit the internal distribution and use of such data. The Adviser may in the future in certain instances use this information in a manner that may provide a material benefit to the Adviser, its affiliates, or to certain other Clients without compensating or otherwise benefitting the Client or Clients from which such information was obtained. In addition, the Adviser may have an incentive to pursue investments in portfolio companies based in part 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-corruption laws and laws protecting national security interests, the Adviser is generally free to use data and information from a Client’s activities in its sole discretion for the benefit of the Adviser and other Clients and their portfolio companies. The potential sharing and use of data and other information as described above present potential conflicts of interest and any benefits received by the Adviser or its personnel will not be subject to the Management Fee offset provisions or otherwise shared with a Client or its investors. The Adviser may in the future utilize such information to benefit the Adviser, its affiliates and/or certain Clients. Certain of the Clients have in the past and may in the future enter into borrowing arrangements that require the Clients to be jointly and severally liable for the obligations. If one Client defaults on such arrangement, the other Clients that have entered into such arrangements will be held responsible for the defaulted amount. Follow-on Investments Investments to finance follow-on acquisitions present potential 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 BDT &

MSD Client in a portfolio company in which another BDT & MSD Client has previously invested. In addition, a BDT & MSD Client may participate in releveraging and recapitalization transactions involving portfolio companies in which another BDT & MSD Client has already invested or will invest. Conflicts of interest may arise, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Furthermore, a conflict of interest could also arise because a BDT & MSD Client that participates in a follow-on or other investment in a portfolio company held by another BDT & MSD Client will benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser or its affiliates on behalf of the original BDT & MSD Client and from operational or other information about such portfolio company acquired from the original BDT & MSD Client’s ownership of interests in the portfolio company. In such circumstances, such benefitting BDT & MSD Client or Clients will not be required to reimburse the original BDT & MSD Client for expenses incurred in connection with researching such investment. An investment by a BDT & MSD Client in a portfolio company in which another BDT & MSD Client invests at a later stage may be made at a higher or lower valuation than the investment in such portfolio company by such other BDT & MSD Client and an investment by one or more other BDT & MSD Clients in any such portfolio company may dilute the original BDT & MSD Client’s interest in such portfolio company. Additionally, the Adviser and/or an affiliate at times will make a follow-on or other investment in a portfolio investment because such investment protects the rights given to the investing BDT & MSD Client (or another BDT & MSD Client) previously or for reputational or strategic reasons, even when such investment’s valuation has decreased since the original investment. Reputational benefits and strategic reasons will benefit and/or accrue to other BDT & MSD Clients, the Adviser and/or its affiliates at the expense of the current BDT & MSD Client(s) investing in such follow-on or other investment. Conflicts Relating to the General Partner and the Adviser The Adviser, Adviser principals, officers and other Adviser personnel and other related persons of the Adviser and its affiliates have made and may make capital investments in or alongside certain Clients. These investments may be at different times or in non-pro rata amounts, or in different classes or levels of the capital structure. Such persons therefore have additional conflicting interests in connection with these investments. The Adviser generally reserves the right to, in its discretion, (i) contract with any related person of the Adviser (including a portfolio company of a Client) to perform services for the Adviser in connection with its provision of services to the Clients, and/or (ii) recommend to a Client or a portfolio company thereof that it contract for services with the Adviser or a related person of the Adviser (including a portfolio company of a Client) or 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. The Adviser may have an incentive to contract with or 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. In addition, certain Clients may also buy securities in other investment vehicles (including private equity funds, venture capital funds, hedge funds, real estate funds and other similar investment vehicles), which could be potential competitors of the Client. The Adviser, its affiliates, Adviser principals, officers and other Adviser personnel (including, for the avoidance of doubt, through proprietary investment vehicles owned by the Adviser and/or its affiliates) and its affiliates may buy or sell securities or other instruments that the Adviser has recommended to

Clients. Additionally, the Adviser, its affiliates, Adviser principals, officers and other Adviser personnel (including, for the avoidance of doubt, through proprietary investment vehicles owned by the Adviser and/or its affiliates) may buy securities in transactions offered to and/or evaluated by, but rejected by, Clients. In such circumstances, the Adviser uses its judgment in determining how to categorize and allocate expenses incurred in connection with such a Client’s rejected investment. In certain instances, a conflict may arise because it may be difficult to determine the value of any benefit received by the Adviser, Adviser principals, officers and other Adviser personnel (in particular, where the investment is made after a period of time has elapsed or after the evaluating Client has been dissolved) and the Adviser, Adviser principals, officers and other Adviser personnel may not reimburse the Clients for any expenses or costs incurred in connection with the investigation of the investment opportunity. 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. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Clients. In the event Adviser principals, officers and other Adviser personnel make an investment with the intent to source future investments for the Clients, there is a greater likelihood that the Clients will make investments in the same portfolio companies in which Adviser principals, officers and other Adviser personnel hold an interest as described above. If the Adviser, or Adviser principals, officers and other Adviser personnel have made large capital investments in or alongside the Clients they will have conflicting interests with respect to these investments. In addition, Clients from time to time invest in securities of companies in which the Adviser, or Adviser principals, officers and other Adviser personnel have previously invested for their own accounts. Furthermore, the Adviser, or Adviser principals, officers and other Adviser personnel, from time to time invest for their own accounts in securities of companies in which the Clients have previously invested, and while the significant interests of such persons generally align their interest with the Clients, such persons may have differing interests from the Client with respect to such investments (for example, with respect to the availability and timing of liquidity). In certain cases, the Adviser, its affiliates and/or Adviser personnel will invest in funds or other entities managed by investors in a Client, 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 Client for investment opportunities or invest in competing portfolio companies. By reason of their responsibilities in connection with other activities of the Adviser, or any other permitted activities, certain Adviser personnel may acquire confidential or material nonpublic information or be restricted from initiating transactions in certain securities. The Clients will not be free to act upon any such information. Due to these restrictions, the Clients may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Fee Structure Because the Management Fee is payable through liquidation of a Client and there is a fixed investment period after which capital from investors in the Clients will only be drawn down in limited circumstances and because Management Fees are, at certain times during the life of the Clients, based upon capital called or invested by the Clients, there is an incentive to defer the realization of investments and/or call or deploy capital when the Adviser would not otherwise have done so. In addition, the Management Fee, at certain times during the life of the Clients, payable to the Adviser is based on capital committed by investors, and in instances where the

valuation of partially realized or unrealized investments are zero or close to zero, the Management Fee will be higher than if it was payable based on the fair value of investments. As provided in a Client’s Organizational Documents, at a certain time during the life of the Clients, the Management Fee is based on the net cost basis of investments as determined by the Adviser as discussed in Item 5. As a result, a conflict of interests exists because the Adviser has an incentive to refrain from or delay permanently writing down investments to ensure the Management Fee base does not decrease, which would result in higher Management Fees ultimately paid to the Adviser. In general, the Adviser and/or the relevant general partner evaluates several criteria in determining whether to permanently write down an investment, including, without limitation, considerations under U.S. generally accepted accounting principles (“GAAP”), any near-term liquidity challenges for a portfolio company, potential buyers and general market conditions. The Adviser and/or the relevant general partner reserves the right to change these criteria in its sole discretion. The Adviser and/or the relevant general partner has flexibility in determining the applicability and weight of valuation considerations and has ultimate discretion in determining whether an investment should be permanently written down. As a result, the Adviser and/or the relevant general partner is permitted to determine that even extremely distressed investments should not be permanently written down. There can be no assurance that an investment, in hindsight, should have been permanently written down or should have been permanently written down at an earlier date. Additionally, as discussed above in Item 6, the general partners of many Clients are entitled to Carried Interest under the terms of the Organizational Documents of such Clients. Such general partners are affiliates of the Adviser. The existence of the general partners’ Carried Interest may create an incentive for the general partners to cause such Clients to make more speculative investments than they would otherwise make in the absence of performance-based compensation. Transaction fees and other fees and expenses allocated to a portfolio company, including, without limitation, such fees payable to the Adviser’s broker-dealer affiliates, may increase the size of a Client’s investment in such portfolio company. Accordingly, to the extent that the Management Fees are calculated based on invested capital, this would increase the amount of Management Fees paid to the Adviser. The Organizational Documents of certain Clients permit the general partner of each such Client to cause such Client to distribute such general partner’s share of securities resulting from an investment disposition by such Client to such general partner or its affiliates (including managing directors and other employees) in-kind, while disposing of limited partners’ share of such securities and distributing the net cash proceeds of such sale of securities to the limited partners or vice versa. The general partner’s direct or indirect partners will exercise independent control over such securities once received, and may hold, manage or dispose of such securities as they see fit, subject to any applicable laws or contractual obligations. This ability creates conflicts of interest between the general partners and the investors in the applicable Client. In addition, in the event the general partner causes a Client to distribute shares in-kind to both investors and general partners, a conflict of interest exists because the general partner may have more information with respect to the investment than the investors and the general partner will generally act in its capacity as owner with respect to its share of securities and is under no obligation to share any such information with investors. In connection with in-kind distributions of marketable securities, in certain instances, the Adviser may agree to assist an investor in administering a sale on behalf of such investor of the

marketable securities that would otherwise be distributed to such investor in-kind. The distribution will still be made in accordance with the valuation provisions set forth in the applicable Organizational Documents and the investor will bear the full risk of loss or delay in connection with any such disposition, and the net proceeds received by the investor from such sale may differ significantly from (a) the net proceeds ultimately obtained from a sale by the general partner or any investor that received such distribution in-kind or (b) the value assigned to such assets for purposes of determination of the general partner’s Carried Interest. Furthermore, in circumstances where the Adviser assists an investor in administering a sale, it will likely be the case that the general partner and its affiliates also received an in-kind distribution with respect to the investment. The general partner, its affiliates or their direct or indirect owners may dispose of their securities at a different time than the disposition in respect of the investors that they are assisting in administering a sale, and may ultimately receive more proceeds than the investors. In the event a Client’s general partner, or its affiliates (including direct and indirect managing directors, officers, employees and other similar personnel), receive distributions in-kind from an investment disposition, each of the general partner and its affiliates will generally act in its own interest with respect to its share of securities and may determine to sell the distributed securities (which may include selling its securities prior to the time at which the investor sells its distributed securities), or hold on to the distributed securities for such time as the general partner shall determine, which creates a conflict of interest between the general partner or affiliate, as an adviser to the Client, and the Client. Client-Level Borrowing The Clients are permitted to borrow funds or enter into other financing arrangements for various reasons, including to pay Client expenses, to make or facilitate new or follow-on investments (including borrowings pending receipt of capital contributions from investors), to make payments under hedging transactions, to bridge the capital calls of investors of subsequent closes during the fundraising period, to cover any shortfall resulting from an investor’s default or exclusion, or to make distributions to investors pursuant to the Organizational Documents of the Client. If a Client makes a borrowing, the borrowing would be used for all partners participating in the credit line associated with such Client on a pro-rata basis, including the general partner. The Clients’ use of borrowing facilities to facilitate closing a transaction may also benefit co-investment parties. For example, a Client will borrow to fund a co-investment party’s pro rata share of an investment or expense related to an investment. While the Adviser expects that all parties participating in an investment (including the general partner and any co-investment party) will bear its pro rata share of the interest expenses but not necessarily origination and other costs allocable to the extension of credit, the Client will bear a disproportionate amount of the credit risk in incurring the debt on behalf of the other parties. To the extent a Client uses borrowed funds in advance or in lieu of capital contributions, such Client’s investors generally make correspondingly later capital contributions, but the Client will bear the expense of interest on such borrowed funds. As a result, such Client’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and generally make net IRR calculations higher than it otherwise would be without fund-level borrowing as these calculations generally depend on the amount and timing of capital contributions. While the Client will bear the expense of borrowed funds, such borrowings can also increase the Carried Interest received by the Client’s general partner, or may result in the Client’s general partner receiving Carried Interest earlier than it would otherwise have, by decreasing the amount of distributions from the Client that are required to be made to Client investors in satisfaction of any preferred return. The general partner therefore

has a conflict of interest in deciding whether to borrow funds because the general partner may receive disproportionate benefits from such borrowings. Furthermore, the use of Client-level borrowing for investment purposes is treated as part of the net cost basis for purposes of calculating the relevant Client’s Management Fee. Therefore, investors pay Management Fees on borrowed amounts used to fund an investment even though such amounts would not accrue a preferred return as described above. To the extent a borrowing 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 borrowing facility may impair an investor’s ability to transfer its interest in a Client as a result of restrictions imposed on such transfers by a lender. The Organizational Documents of certain Clients permit each such Client’s general partner or its affiliates, to lend money to the applicable Client. Such lending arrangements create conflicts of interest between the applicable general partner, or affiliate and the Client acting as borrower. Borrowing by a Client will generally be secured by capital commitments made by the investors to the Client and/or by the Client’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 Client-level borrowing. Moreover, tax-exempt investors should note that the use of borrowings by a Client may cause the realization of unrelated business taxable income. The use of Client-level borrowings will differ based on available credit facility capacity and contractual terms applicable to each Client and each such credit facility. Therefore, as the subscription credit facilities utilized by the Clients may have different terms, while the Clients may be invested in the same investment, and while the valuation of such investment would be consistently determined pursuant to the relevant Organizational Documents, the investment return can, in certain circumstances, differ among the Clients as a result. Related Services As described in Item 5 above, the Adviser and its broker-dealer affiliates perform advisory, transaction-related and/or other services for, and receive fees from, actual or prospective portfolio companies, the Adviser, other affiliates, and other investment vehicles of the Clients (including co-investment vehicles). For example, BDT & MSD, a registered broker-dealer and affiliate of the Adviser, receives fees for performing certain financial advisory and transaction execution services to portfolio companies or other investment vehicles of the Clients, including the structuring and execution of merger, acquisition and private placement assignments and general financial and strategic advisory services. BDT & MSD also provides advice and certain services to portfolio companies or other investment vehicles of the Clients relating to structuring and the overall execution of an offering of securities and/or debt instruments and introduce potential investors to participate in a transaction, and in exchange for such services, receive compensation, which may be in the form of a payment directly from such portfolio company or investment vehicle or an allocation of the fee pool that is payable to a bank syndicate. In certain instances, such fees are in addition to any Management Fees or Carried Interest paid by the Clients to the Adviser and not shared with the applicable Client and/or investors in such Client or are discounted for services provided that the Adviser or its affiliates receive investor commitments to one or more Client. In addition, certain entities other than Clients that participate in investments alongside the Clients (such as entities through which the Adviser and

certain personnel and affiliates of the Adviser invest alongside the Clients) will have a right to share in such fees, and Management Fees will generally not be reduced in connection with the receipt of such entities’ share of such fees. Additionally, as discussed in Item 5 above, a portfolio company or other investment vehicle may reimburse the Adviser for expenses (including without limitation travel and travel-related expenses) incurred by the Adviser in connection with its performance of services for such portfolio company or other investment vehicle. This creates a conflict of interest between the Adviser and its affiliates and the Clients and their investors because the amounts of these fees and reimbursements may be substantial and the Clients and their investors generally do not have an interest in these fees and reimbursements. In instances where the Clients take a control position in a portfolio company, the Adviser determines the amount of these fees for Related Services and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or third-party co-investors in its transactions. The amount and nature of this reduction and Client Advisory Committee reporting varies from Client to Client and is set forth in the Organizational Documents of the applicable Client. Moreover, as described in Item 5, the Adviser may in certain circumstances negotiate on behalf of a Client the receipt of, or arrange for a portfolio company to credit a Client with, a capital usage fee or similar payment. Diverse Membership The investors in the Clients often have conflicting investment, tax and other interests with respect to their investments in the Clients. As a consequence, conflicts of interest arise in connection with decisions made by the Adviser, including with respect to the nature or structuring of investments, that are more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations and the tax treatment of different Clients. In selecting and structuring investments appropriate for a Client, the Adviser will consider the investment and tax objectives of the applicable Client, not the investment, tax or other objectives of any investor individually. Conflicts of Interest Involving the Client Advisory Committees A conflict of interest exists when certain investors become members of the Client Advisory Committee. The Client Advisory Committee may also have the ability to approve conflicts of interests with respect to the Adviser and the applicable Client, which could be disadvantageous to the investors, including those investors who do not designate a member to the Client Advisory Committee. There is no assurance that the views of the Client Advisory Committee will be representative of the views of the investors as a whole. In addition, even if the Client Advisory Committee were to act in a manner that it believes to be the best interests of the investors as a whole or in the best interests of a majority in interest of the investors, there is no assurance that such action will be in the best interests of any particular investor under the circumstances. Certain members of a Client Advisory Committee are, or in the future may be, officers or directors of, or otherwise affiliated with, investors in another Client or portfolio companies, including as a co-investor in an investment. The general partner or the Adviser of a Client may utilize the services of investors and their affiliates on an arm’s length basis with commercially reasonable terms, as it deems appropriate. Certain members of a Client Advisory Committee may also serve as members of the Advisory Board. As such, they may invest as an eligible participant alongside the GP Investment Group in investment opportunities. Members of the Advisory Board are entitled to reduced fees when investing in a Client, as provided in the Client’s Organizational Documents, and in clients of the Adviser’s affiliates.

Business with and Among Portfolio Companies and Investors and Prospective Investors Given the collaborative nature of the Adviser’s business and the portfolio companies in which they are involved with, there are often situations where the Adviser is in the position of recommending the products or services of a portfolio company to other portfolio companies (or clients managed by the Adviser’s affiliate(s)), which may involve fees, commissions, servicing payments and/or discounts by the Adviser, an affiliate, or a portfolio company. The Adviser will generally have a conflict of interest in making such recommendations, in that the Adviser has an incentive to maintain goodwill with the existing and prospective portfolio companies providing the products and services, while the products or services recommended may not necessarily be the best available to the other portfolio companies or provided at the lowest available cost. The benefits received by a portfolio company providing a service may be greater than those received by the Client(s) and its portfolio companies receiving the service. The Adviser has an incentive to recommend the products or services of certain investors or prospective investors in the Clients, certain third parties, or their related businesses to the Clients or their portfolio companies for use or purchase, even though the products or services recommended may not necessarily be the best available to the Clients or the portfolio companies. The portfolio companies may also provide services to certain Clients or investors. The Adviser has an incentive to cause any such portfolio company to favor those Clients or investors relative to other portfolio company clients or customers in terms of pricing or otherwise, which could adversely affect the relevant portfolio company’s profitability to the Client which owns it. In addition, the Adviser or its affiliates engage in business with investors and prospective investors including, without limitation, providing advisory services and entering into lending arrangements with such investors and prospective investors, and the Adviser or its affiliates will receive fees or other payments in connection with such arrangements. Neither the Clients nor Client investors as a group will benefit from any transactions between the Adviser or its affiliates, on the one hand, and an investor or prospective investor, on the other hand. Current and former founders and prospective founders, officers and executives of portfolio companies, affiliates of portfolio companies and/or portfolio companies may also invest in a Client. As a result, the Adviser may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio company in order to maintain goodwill with such portfolio company and its current and former management teams or other affiliate of the portfolio company that is an investor, such that they continue to invest in the Client, among other reasons. In addition, the Adviser would be incentivized to provide to such portfolio company-related investors terms of investment or access to information that are more favorable than the terms provided to other investors of the same Clients. The Adviser’s relationships with current, prospective or former executives, directors and founders or other affiliates of portfolio companies of the Clients, and executives of the banks and other lending institutions that provide financing to the portfolio companies of the Clients will under certain circumstances lead to conflicts of interest, including conflicts of interest with respect to portfolio companies of the Clients that are associated with such individuals and entities. For example, such relationships could influence decisions as to whether to invest in or divest from a portfolio company and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Client over another Client. Portfolio companies controlled by a Client have in the past, and may, in the future, provide services to the Adviser, certain Client investors or prospective investors. This creates a conflict of interest, as the Adviser has an incentive to cause the portfolio company to favor itself, or those investors or prospective investors relative to other portfolio company clients or customers

in terms of pricing or otherwise, which could adversely affect the portfolio company’s profitability to the Client. Additionally, the portfolio company could recommend to its clients or customers that they invest in a Client. In addition, certain portfolio companies controlled by a Client may engage in activities that could adversely affect another Client and/or its portfolio company, including, for instance, as a result of laws and regulations or certain jurisdictions (such as bankruptcy, environmental, consumer protection and/or labor or union laws) that may not recognize or permit the segregation of assets and liabilities between separate entities. Such jurisdictions may also allow for recourse against assets that are under common control with, or part of the same economic group as the entity that has incurred the liability. This may result in the assets of a Client and/or a portfolio company being used to satisfy the obligations or liabilities of another Client or its portfolio company. The Adviser and/or its affiliates may engage in business opportunities arising from a Client’s investment in a portfolio company (for example, without limitation, entering into a joint venture with a portfolio company). This creates a conflict of interest, as such interests are a benefit arising from the Client’s investment and may vary from the applicable Client’s interest (e.g., whether to make a follow-on investment and, if so, how much should be allocated to the Client). In addition, the Adviser may cause a Client to transact with a portfolio company of the Client or another Client, including purchasing an asset from, or selling an asset to, a portfolio company. This creates a conflict of interest as the interests of the purchasing or selling Client differ from those of the counterparty portfolio company, and interests may differ among Clients. In certain instances, a Client’s portfolio company competes with, is a customer of, or is a Service Provider to, another Client’s portfolio company. In providing advice to a portfolio company’s business, the Adviser may consider the interests of one portfolio company or Client and is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies or Clients. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by the Adviser to a portfolio company may have adverse consequences to a separate portfolio company owned by another Client. The performance and operations of a Client’s portfolio company that is a competitor, customer or Service Provider could conflict with, and adversely affect the performance and operations of another portfolio company, or could adversely affect prices, business opportunities or potential acquisition opportunities. For instance, a portfolio company may seek to expand its market share at the expense of another portfolio company, withdraw business from another portfolio company in favor of another company offering the same product or service at a lower price, increase its own prices, purchase assets from, or sell assets to, another portfolio company, commence litigation against another portfolio company, or prevent one portfolio company from commencing litigation against another portfolio company. A Client’s portfolio companies may be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other Clients managed by the Adviser or the Adviser’s affiliates that, although the Adviser determines to be consistent with the requirements of such Clients’ Organizational Documents, may not have otherwise been entered into but for the affiliation with the Adviser, and which may provide economic or other benefits to affiliates of the Adviser that do not reduce the Management Fee as described herein. While the Adviser may have a conflict of interest because its economic benefit may incentivize the Adviser to maintain such arrangements, the Adviser believes that such agreements benefit the portfolio companies due to increased access to quality products and services at beneficial

pricing and the Adviser’s benefits from such arrangements are reduced because the Adviser only benefits at the same rate as the portfolio companies. However, it should not be assumed that a company related to, or otherwise affiliated with the Adviser will only take actions that are beneficial to, or not opposed to, the interests of a Client and its portfolio companies. These agreements, transactions and other arrangements will involve payment of fees and other amounts, none of which will result in any offset to the Management Fee. Such agreements, transactions and other arrangements will generally be entered into without the consent or direct involvement of the Clients and/or the Adviser or the consent of any Client Advisory Committee. The Adviser and its affiliates have in the past hired and are permitted to hire in the future, parttime or full-time employees (including interns) who are relatives of, or are otherwise associated with an investor, portfolio company, former portfolio company, 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 arrangements). Service Providers Services required by a Client (including some services historically provided by the Adviser or its affiliates to the Clients) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case be in the discretion of the Adviser or its affiliates. The Adviser and its affiliates have an incentive to outsource such services at the expense of the Clients to, among other things, leverage the use of Adviser personnel. Due to, among other things, limited internal resources, the Adviser may be incentivized to allocate tasks related to a Client to third-party service providers (including suppliers, vendors, consultants, lenders, law firms (including fund or transactional counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles) (together, “Service Providers”)) (including in cases where Adviser personnel may be able to accomplish such a task faster or with higher quality than a third-party Service Provider or vendor), such that the Client would bear the fees and costs thereof. Such services may include, without limitation, deal sourcing, information technology, marketing and marketing-reviews, license software, valuation, depository, data processing, client relations, administration, appraisal, custodial, human resources, compliance, director services, accounting, legal and tax support and other similar services. Outsourcing may not occur universally for all Clients and accordingly, certain costs may be incurred by a Client for a third-party Service Provider that is not incurred for comparable services by other Clients. The decision by the Adviser to initially perform a service for a Client in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party Service Providers in the future and the Adviser has no obligation to inform such Clients 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 and expenses of any such third-party Service Providers will be borne by the relevant Clients. Additionally, personnel of the Adviser or its affiliates, and/or their family members or relatives may have ownership, employment, or other interests in such Service Providers. These relationships that 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 Client or a portfolio company. The Adviser may also have a conflict of interest with the Clients in recommending the retention or continuation of a Service Provider to the Clients or a portfolio company if such recommendation, for example, is motivated by a belief that the Service

Provider will continue to invest in Clients 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. Although the Adviser selects Service Providers that it believes will enhance portfolio company performance (and, in turn, the performance of the relevant Client(s)), there is a possibility that the Adviser, because of financial, business interest or for other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. While the Adviser does not actively negotiate for, or have influence regarding, advantageous service rates or arrangements for comparable services, there will be situations in which the Adviser receives more favorable service rates or arrangements than the Clients or their portfolio companies. As part of the Adviser’s business, the Adviser, its affiliates and other Adviser personnel have developed many relationships with third parties that have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers, employees and contractors of current and former portfolio companies, current and former Service Providers to current and former portfolio companies, former employees and contractors and members of the Adviser. Certain of these third parties: (i) introduce investment opportunities to the Adviser; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio companies; (iii) introduce portfolio companies to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio companies or (v) provide investment banking, consulting, legal or advisory services to the Adviser, the Clients or portfolio companies. Certain other Service Providers to the Adviser, the Clients and/or the portfolio companies, or affiliates of such Service Providers, also provide goods or services to or have business, personal, financial or other relationships with the Adviser, its affiliates, or their respective portfolio companies. Such Service Providers (or their employees) may also be sources of investment opportunities, be co-investors or commercial counterparties or entities in which the Adviser and/or the Clients have an investment. As a result, payments made by a Client and/or such portfolio companies to such Service Providers may indirectly benefit the Adviser and/or such Client. Such third parties may invest in a Client and co-invest in one or more portfolio companies, provide other significant business or investment services to the Adviser, the Clients and/or portfolio companies, or compete with Clients for investment opportunities. These relationships create conflicts of interest as the Adviser will have incentives to select or recommend any such third party to perform services for a Client or a portfolio company, and the cost of any services provided by such third parties will generally be borne directly or indirectly by the Client or portfolio companies, as applicable. The Adviser, its affiliates and the Clients generally will engage common legal counsel and other advisers in a particular transaction, including a transaction in which there may be conflicts of interest. Law firms engaged to represent the Clients may also represent one or more portfolio companies or investors in a Client. In the event of a significant dispute or divergence of interest between Clients, 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. Additionally, the Adviser, its personnel and the Clients and the portfolio companies of the Clients may engage other common Service Providers. In certain circumstances, the Service Provider may charge varying rates or engage in different arrangements for services provided to the Adviser, its personnel, the Clients, and/or the portfolio companies. The Adviser expects to cause the Clients to bear the full cost and expense of engaging certain third-party Service Providers on behalf of a portfolio company. In the event a Client is not the

sole shareholder of the portfolio company, other shareholders will benefit from the costs incurred by such Client and will not reimburse the Client for its pro rata portion of the cost of any such Service Provider. The Adviser or its affiliates and Service Providers, often charge varying amounts or may have different fee arrangements for different types of services provided. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required, and the time demands of the Service Provider. As a result, to the extent the services required by the Adviser, its affiliates or its personnel differ from those required by the Clients and/or its portfolio companies, the Adviser, its affiliates and its personnel will pay different rates and fees than those paid by the Clients and/or its portfolio companies. Notwithstanding the foregoing, the Adviser generally does not negotiate any arrangement with a Service Provider that provides for a lower rate or discount than those available to a Client or a portfolio company for comparable services. In certain circumstances where the Adviser commits or has committed to seek “market” or “arms-length” (or similar formulations) rates or terms, the Adviser will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. The Adviser reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arms-length.” Consequently, the Adviser undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable, or relate specifically to the assets, services, geographies, or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, the Adviser reserves the right to rely on approximations or estimates of time for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Benchmarking data generally includes information relating only to hourly or project-based rates, and so generally does not include the value of any profits, participation or equity interests (including co-investment opportunities) in or relating to portfolio companies with respect to which the relevant services are provided; as such, references to “market” or “arms-length” (or similar formulations) rates or terms refer only to the contracted-for hourly or project-based rates. Whether or not the Adviser has a relationship or receives financial or other benefit from recommending a particular Service Provider, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. To the extent the Clients engage in a long-term or recurring contract with an Adviser affiliated Service Provider, the Adviser may not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time. The Adviser or its affiliates engage certain Service Providers on behalf of the Clients and personnel of such Service Provider may be seconded to the Adviser or its affiliates on a temporary basis, pursuant to various arrangements including at cost, reduced cost or no cost, or a Service Provider may provide its services, or the services of certain employees, resources or training at a discount or at no cost (“Provider Discounts”). The Adviser is a beneficiary of Provider Discounts as well. Such personnel may provide services in respect of multiple matters, including in respect of matters related to the Adviser, its affiliates and/or portfolio companies and in any such circumstance the benefits or costs of any such personnel will be allocated in the Adviser’s discretion taking into consideration the usage of such personnel. 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 a Provider Discount.

Additionally, former Adviser personnel may also become employees, officers or directors of, or otherwise be engaged by, third-party Service Providers that provide services to the Adviser, the Clients and/or portfolio companies. While employed by the Adviser, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by the Adviser unless a Client’s Organizational Documents permit certain allocations of internal expenses to the Client. If a former Adviser employee becomes an employee of, or is otherwise engaged by, a third party that also provides services to a Client, such former Adviser employee may be assigned by such third party to provide services to that account. In such instance, the cost of the third-party Service Provider attributable to the former Adviser employee working on the Client will be borne entirely by the Client and no such amounts will reduce the Management Fee paid or the Carried Interest distributed by such Client on the basis that such person used to be a former Adviser employee. Positions with Portfolio Companies Adviser personnel may serve as directors of, or observers on boards with respect to, certain portfolio companies or provide other consulting or advisory services to a portfolio company and other companies that operate in the same or similar industries to a portfolio company. While conflicts of interest may arise in the event that any Adviser personnel’s fiduciary duties as a director conflict with those of the Client, it is expected that the interests will be aligned. However, any Adviser personnel serving as a director to a portfolio company may owe a fiduciary duty to the portfolio company, on the one hand, and the relevant Client, on the other hand, and such Adviser personnel may be in a position where they must make a decision that is either not in the best interest of the Client, or is not in the best interest of the portfolio company. Adviser personnel serving as directors may make decisions for a portfolio company that negatively impact returns received by a Client investing in the portfolio company. In addition, to the extent any Adviser personnel serves as a director on the board of more than one portfolio company, such Adviser personnel’s fiduciary duties among the two portfolio companies may create a conflict of interest. Such Adviser personnel generally are required to remit any remuneration (including, without limitation, stock of the portfolio company or other non-cash compensation) they may receive as directors to the applicable Clients. However, Adviser personnel may leave the employment of the Adviser or its affiliates and become a director, officer or employee of a portfolio company, and not be required to remit any remuneration they may receive to the Clients. Decisions made by a director may subject the Adviser, its affiliates or a Client to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Clients will indemnify the Adviser and its partners, principals and other Adviser personnel from such claims. From time-to-time, Adviser personnel may also be asked to serve as directors of, or observers with respect to, certain entities in which a Client has fully exited its ownership interest and/or following the termination of such employee’s employment with the Adviser. In such circumstances, any compensation or fees received with respect to such exited investment or by such former employee is not subject to the Management Fee offset described above, or otherwise shared with the Clients and/or investors. In addition, the Adviser may continue to receive other fees from a portfolio company after a Client has fully exited its ownership interest (for instance, in respect of consulting arrangements or group purchasing arrangements). In such circumstances, any fees received with respect to such exited investment are not subject to the Management Fee offset described above, or otherwise shared with the Clients and/or investors.

Certain personnel of the Adviser or its affiliates may also be temporarily seconded to or otherwise engaged by certain portfolio companies on either a full-time or a part-time basis to provide services to such portfolio companies. In such instances, the portfolio companies will pay such person’s directors’ fees, salaries, consultant fees, other cash compensation, stock options, other equity grants or other compensation and incentives and may reimburse the Adviser or such persons for any travel costs or other out-of-pocket expenses incurred in connection with the provision of their services. No compensation earned by former Adviser personnel offsets the Management Fee, whether or not such former personnel have a remaining interest in a Client or an affiliated entity. The Adviser may also advance compensation to seconded employees and be subsequently reimbursed by the applicable portfolio companies. Any compensation customarily paid directly by the Adviser or its affiliates to such persons will typically be reduced to reflect amounts paid directly or indirectly by the portfolio company even though the Management Fee paid or Carried Interest distributed by the Client to the Adviser will not be reduced. Any amounts paid to such persons by a portfolio company (or paid by the Adviser and reimbursed by a portfolio company) will not be treated as expenses to be borne by the Client and will not reduce the Management Fee otherwise payable to the Adviser or any Carried Interest otherwise payable to the Adviser or its affiliates. All or a portion of any such compensation and incentives will be borne by the Client, directly or indirectly, via its ownership interest in such portfolio company. Conversely, in the event that the Adviser or an affiliate employs a person that previously received compensation from a portfolio company, 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 or affiliate, and not with respect to any compensation prior to such date, including equity grants made prior to the date of employment that vest thereafter. In certain instances, whether an individual who provides services to a portfolio company should be characterized as an Operating Consultant, 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 portfolio company may hire former Adviser personnel. To the extent the former Adviser personnel continues to vest in compensation from the Adviser or applicable affiliates, such compensation is not expected to be subject to the Management Fee offset or otherwise shared with the Clients, investors and/or portfolio companies. In addition, compensation for the role at the portfolio company is not expected to be subject to the Management Fee offset or otherwise shared with the Clients, investors and/or portfolio companies. Side Letter Agreements To the extent permitted under applicable law, the Adviser (or applicable general partner) enters into certain side letter or other arrangements with certain investors in a Client providing such investors with different or preferential rights or terms, including but not limited to information and reporting rights, excuse or exclusion rights, fee provisions, waiver of certain confidentiality obligations, certain rights or terms necessary in light of particular legal, regulatory or policy requirements of a particular investor, additional obligations and restrictions with respect to structuring particular investments in light of the legal and regulatory considerations applicable to a particular investor, modification of representations, indemnification and/or liability and other obligations, veto rights and liquidity or transfer rights. Furthermore, the Adviser has in the past and may in the future afford different investors different rights and treatment, regardless of whether such rights and treatment are memorialized in a side letter. Except as otherwise agreed with an investor or as set forth in the applicable Client’s Organizational Documents, and in each case to the extent permitted under applicable law, in

each case the Adviser (or applicable general partner) is not required to disclose the terms of side letter arrangements with other investors in the same Client. Also, investors will have no recourse against a Client, the applicable Client’s general partner, the Adviser or their respective affiliates in the event that certain investors receive additional or different rights or terms pursuant to such side letters, some of which rights may impact the rights and/or increase the obligations of other investors. In addition, side letter arrangements with certain investors of the Clients impose additional restrictions on investing in certain types of assets, geographies or industries in order to meet certain legal, tax, regulatory, internal policy or other requirements of such investors. While these restrictions are intended to apply solely to such investors, they may ultimately restrict the investments made by an applicable Client. Certain Brokerage Transactions As described above in response to Item 10, the businesses of BDT & MSD UK, BDT & MSD UAE, BDT & MSD Germany, BDT & MSD Luxembourg, and BDT & MSD Switzerland , are substantially similar to that of BDT & MSD Partners except that such businesses are not in the United States. The potential conflicts described below for BDT & MSD Partners apply as well to such affiliated BDT & MSD broker-dealers. In the course of providing financial services, BDT & MSD engages in activities that could result in a conflict of interest between the financial services business and the Clients. The Adviser anticipates that some investment opportunities for the Clients will be sourced from clients of the financial services business. To the extent that a Client makes a portfolio investment in, or associated with, a client of BDT & MSD, the interests of the Client and its investors could diverge from those of BDT & MSD, giving rise to potential conflicts of interests. If BDT & MSD is acting as a placement agent for a private offering of securities by one of its clients, and a Client is a purchaser of those securities, any fee earned in connection with that sale by the Adviser would not be based on any securities purchased by the Client and rather would be based on the portion of such securities purchased by co-investors and/or third parties. The Clients may also face restrictions in the resale, hedging or other transfers of all or a portion of a portfolio investment due to the advisory business activities conducted by BDT & MSD or information obtained in connection with such advisory business activities. Further, the Clients may be limited in accumulating further positions in portfolio investments due to the advisory business activities conducted by BDT & MSD. In addition, portfolio companies controlled by a Client may provide services to certain advisory clients of BDT & MSD and its affiliates. The Adviser may have an incentive to cause the portfolio company to favor those advisory clients relative to other customers in terms of pricing or otherwise, which could adversely affect the company’s profitability to the Client. Other Potential Conflicts The Organizational Documents of a Client establish complex arrangements among the Clients, the Adviser, investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the Organizational Documents, if any, may be broad, ambiguous, and/or may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Adviser will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Client or its investors.

The Adviser and its personnel have in the past and will likely in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Client, including benefits and other discounts provided from Service Providers. For example, airline travel, hotel stays, lodging or travel rewards or rental cars incurred as Client expenses may result in “miles,” “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 Clients, their investors and/or the portfolio companies. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Client, its investors and/or the portfolio companies. In addition, airline travel incurred as a Client expense for Adviser personnel traveling for appropriate Client-related purposes may benefit such Adviser personnel to the extent the trip also serves a personal purpose. In its discretion, the Adviser may have or cause the Clients and/or their portfolio companies to have ongoing business dealings with persons who are former personnel of the Adviser. Such Clients and portfolio companies may bear, directly or indirectly, the costs of these dealings. In such circumstances, there may be a conflict of interest between the Adviser and the Clients (or their portfolio companies) in determining whether to engage in or to continue such dealings, 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. Investors may be introduced to the Adviser, or may be brought into a Client, by a third-party consultant or finder 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 or finder. The Clients may create or invest in a platform for acquiring companies in a particular industry for the purpose of creating synergies across, and adding value to, such companies (e.g., merging companies together to create economies of scale or running certain companies in a coordinated manner). In such instances, a holding company (“Holding Company”) would be created that would source, acquire and manage the companies in the platform. The investments in the Holding Company may be managed together (including, for example, combined and/or otherwise sold together as part of a single transaction or series of related transactions) and may use common Service Providers. The management team of a platform investment may provide services with respect to other platform investments of more than one Client or provide the same or similar services for unaffiliated parties. These sources could be similar to, and in some cases overlap with, the services provided by the Adviser to the Clients. The structure of each platform and the engagement of personnel will vary, including whether a management team’s services are exclusive to the platform and whether the members of the management team are employed directly by the platform or indirectly through a separate management company established to manage such platform. Platform structures may change during the investments’ hold period, for instance, in connection with restructurings or dispositions. The Adviser may recruit a management team to pursue a new “platform” opportunity expected to lead to the formation of a future portfolio company (either as a proprietary investment or as an investment on behalf of a Client), or to undertake a “build-up strategy” to acquire and develop assets in a particular sector or involving a particular strategy. In other instances, a new platform could be formed to recruit an existing or newly formed management team to build such platform through acquisitions and organic growth.

In certain circumstances, such platform employees may include former personnel of the Adviser, or current or former senior advisors or consultants to the Adviser and its affiliates. All of the Holding Company’s costs and expenses, initial or ongoing for any purpose, including compensation for its personnel (which compensation may include, among other things, salary, benefits, retainers and the granting of profit participation in certain investments of the Holding Company and/or a capital interest in such investments or the underlying assets), overhead expenses (including, without limitation, rent, property taxes and utilities allocable to the workspaces) and all expenses related to sourcing would be borne by the Holding Company (and, therefore, indirectly borne by the Clients). Such costs and expenses will not reduce the Management Fees and are in addition to Management Fees and other compensation (e.g., Carried Interest) received by the Adviser. In addition, as the Adviser earns Management Fees and the Carried Interest from the Clients, the Adviser will benefit from the assets, income and gains of the Holding Company. Generally, the Client will bear the expenses of the management team or portfolio company, as the case may be, including any sourcing costs and management costs, overhead expenses, management or other fees, employee compensation (including cash compensation and profits interest), diligence expenses or other related expenses in connection with backing the management team or the build out of the platform company, although in certain instances, the Adviser may bear such expenses. In the event such expenses are borne by the applicable Client, such expenses are either borne directly, as Client expenses, or indirectly, as the Client bears the start-up and ongoing expenses of the newly-formed platform portfolio company. The Adviser may require, cause or invite the Clients and/or a portfolio company to make contributions to charitable initiatives, or other non-profit organizations that the Adviser believes could, directly or indirectly, enhance the value of the Clients’ investments, assist in completing an acquisition of a portfolio company or other transaction (whether or not documented at the time of such acquisition or transaction) or otherwise serve a business purpose for, or be beneficial to, the Clients or such portfolio company. Such contributions could be designed to benefit employees of a portfolio company, the community in which a portfolio company operates or a charitable cause essential to, or consistent with, the business purpose of a portfolio company. In certain instances, such charitable initiatives could be sponsored by, affiliated with or related to current or former personnel of the Adviser, portfolio company management teams, advisors, Service Providers, vendors, joint venture partners, and/or other persons or organizations associated with the Adviser, the Clients or the portfolio companies. These relationships could influence the Adviser’s decision whether to require, cause or invite the portfolio companies to make charitable contributions. Further, such charitable contributions by the Clients or the portfolio companies could supplement or replace charitable contributions that the Adviser would have otherwise made. Also, in certain instances, the Adviser may select a Service Provider or other counterparty to the Clients 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 Clients’ investments or otherwise be beneficial to the portfolio companies. A Client is permitted to invest in a pooled investment vehicle that is advised by, or that has another relationship with, the Adviser or its related persons. In such a case, investors in the Client will bear not only the direct Management Fees and other expenses associated with their investment in the Client, but also the expenses and certain fees associated with the investment in the underlying pooled investment vehicle, some of which may be paid to the Adviser or its related persons. Additionally, the interests of the Client, as an investor, may conflict with the interests of the underlying pooled investment vehicle or the Adviser or its related persons in the

context of their other relationship with the underlying pooled investment vehicle, which would create a conflict of interest for the Adviser. In the regular course of its financial services business, BDT & MSD, an affiliate of the Adviser, provides a range of advisory services and represents potential purchasers, sellers and other involved parties, including corporations, financial buyers, management, shareholders and institutions, with respect to assets which may be suitable for investment by the Clients. In certain cases, BDT & MSD’s client may require BDT & MSD to act exclusively on its behalf, thereby precluding the Clients from acquiring such assets. BDT & MSD will be under no obligation to decline such engagements in order to make the investment opportunity available to the Clients. The Organizational Documents of certain Clients permit each such Client’s general partner to withhold information from certain investors in such Client in certain circumstances. For instance, information may be withheld from investors that are subject to Freedom of Information Act or similar requirements which conflict with such investors’ obligations to keep confidential certain business and trade secrets, for example, of portfolio companies or other investors associated with the Clients. The general partner may elect to withhold certain information to such investors for reasons relating to the general partner’s public reputation or overall business strategy, despite the potential benefits to such investors of receiving such information. Please see the discussion above under the sub-heading “Resolution of Conflicts” for a description of the means by which the Adviser and its related persons may seek to alleviate conflicts of interest among the Clients or other persons.

the comfort level with the counterparty, which include, but is not limited to the counterparty’s market familiarity/expertise, reliability/responsiveness, integrity/confidentiality, quality of executions, research capability, financial reasonability and condition, and

(ii)

transaction specific factors, which include, but is not limited to, best price, commission/costs of a trade, market access/ability, financing terms, trade settlement, ability to handle high volume transactions, and willingness to commit capital.

The Adviser is not required to weigh any of these factors equally. The commission rates (or dealer markups and markdowns) charged to the Clients by counterparties in the foregoing circumstances may be higher than those charged by other counterparties who may not offer such services. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Adviser nor the Clients separately compensate any broker or dealer for any of the other services that they provide to the Adviser or the Clients, although it may choose to do so in any given circumstance for relationship or regulatory reasons, among other things. In addition, in the ordinary course of business, the Adviser may and will utilize broker-dealers, or enter into joint ventures or other counterparty relationships with entities, that employ friends or family members of the Adviser, including individuals who have personal relationships with those who make investment or execution decisions on behalf of the Adviser’s Clients and may benefit, directly or indirectly, from such brokerage business or other business relationships. Brokerage for Client Referrals Neither the Adviser nor any related person receives Client referrals from any broker-dealer or third-party. The Adviser or the Clients it advises may be introduced to potential investors by its prime brokers and receive other benefits from its prime brokers. In addition, the Adviser may receive similar benefits from other broker-dealers or counterparties it transacts with. Currently, neither the Adviser nor its Clients compensate such third-party brokers (other than as described in Item

14 below) for introducing the Adviser or its Clients to any potential investors. Such introductions and other products or services that the Adviser receives can present a potential conflict of interest to the extent that the Adviser uses such brokers in connection with brokerage or other activities on behalf of its Clients. However, the Adviser considers a number of factors in attempting to satisfy its fiduciary obligation to seek best execution for its Clients’ securities transactions. Order Aggregation If the Adviser determines that the purchase or sale of the same security is in the best interest of more than one Client, the Adviser could, but is not obligated to, aggregate orders in order to reduce transaction costs. When an aggregated order is filled through multiple trades at different prices from the same time period within a trade day, each participating Client will receive the average price with transaction costs allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by the Adviser. In the event of a partial fill, allocations generally will be made pro rata based on the initial order, but could be modified on a basis that the Adviser deems to be appropriate, including, for example, in order to avoid “odd-lot” positions or de minimis allocations. This could result in allocations of certain investments on other than a pro rata basis. See Item 11 for additional information on investment allocations. Trade Errors The Adviser will not be responsible for any losses from any trade errors made by it, in respect of Client investments, except to the extent it is liable pursuant to the applicable Organizational Documents of such Clients. Trade errors might include, for example, keystroke errors that occur when entering trades into an electronic system or typographical or drafting errors that result in purchases or sales of the wrong instrument, the wrong quantity of an instrument, or in violation of a regulatory or contractual obligation. Investors should assume that trade errors (or similar errors or deviations from accuracy or correctness in the trade process) will occur and that the Adviser will not be responsible for any resulting losses, unless it breached its standard of care as set out in applicable laws or regulations as well as the applicable Organizational Documents of the respective Client. To the extent there are any gains from any trade errors, such gains will be retained by the applicable Client(s).

Reporting Investors in the Clients typically receive a copy of audited financial statements of the relevant Client within 120 days after the fiscal year end of such Client, as well as quarterly financial reports after each fiscal quarter end. The Adviser and the applicable general partner will in their sole discretion, provide additional information relating to such Client to one or more investors in such Client as they deem appropriate. In addition to the general Client reporting, the Adviser expects to provide certain investors with additional or more frequent information that other investors will not receive (e.g., under a side letter or in response to diligence or other requests).

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 partnership committee or the relevant Adviser investment professional, the costs associated with voting on such issue outweigh the benefits to the relevant Clients or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Clients. Clients generally cannot direct how the Adviser votes. All voting decisions initially are referred to the applicable portfolio managers, deal teams or their designees. In most cases, the portfolio managers, deal teams or their designees will make the decision as to the appropriate vote for any particular issue. In making such decision, he or she may rely on any of the information and/or research available to him or her. All voting decisions require a mandatory conflicts of interest review by the Adviser’s Legal Department, which will include consideration of whether the Adviser, any investment professional or other person recommending how to vote, any affiliate of the Adviser or client has an interest in the vote that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to voting in accordance with the principles set forth above, the first priority being to act in the best interest of the relevant Clients. The Adviser’s Legal Department will use its best judgment to address any such conflict of interest and ensure that it is resolved in accordance with its independent assessment of the best interests of the Clients. Where the Adviser’s Legal Department deems appropriate in its sole discretion, unaffiliated third parties may be used to help resolve conflicts. In this regard, the Adviser’s Legal Department shall have the power to retain independent fiduciaries, consultants, or professionals to assist with voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants or professionals. In the event that the Adviser’s Legal Department retains independent fiduciaries, consultants or professionals to assist with voting decisions and/or delegates such voting or consent power to such fiduciaries, consultants or professionals, the Adviser’s Legal Department will follow the procedures below regarding third party accountability to the Clients: •

Ascertain whether the third party has the capacity and competency to adequately analyze proxy and other voting issues, including the adequacy of the third party’s personnel and policies and procedures with regard to identifying and addressing conflicts of interest;

•

Adopt ongoing oversight policies of the third party to ensure that, where delegated, the third party continues to vote proxies in the best interest of the Clients;

•

Determine that the third party has the capacity and competency to adequately analyze proxy and other voting issues by providing materially accurate information.

Copies of relevant proxy logs, identifying how proxies were voted in connection with a Client and copies of proxy voting policies are available to any client or prospective client upon written request to: compliance@bdtmsd.com.

ITEM 18 FINANCIAL INFORMATION