Hep Partners LLC: investment adviser

Our investment advice is provided in accordance with the investment objectives, strategies, guidelines, restrictions and limitations set forth in the applicable governing and offering documents of each Fund including subscription documents, partnership agreements, side letters, investment management agreements and capital call notices (with respect to each Fund, the “Governing Documents”), and the information in this Brochure is qualified in its entirety with respect to each Fund by the information set forth in its Governing Documents. We do not act as general partner of any Fund; rather, certain of our affiliates act as general partners of the Funds (the “General Partner” or collectively, the “General Partners”). The General Partners are under common control with the Adviser and have substantially the same personnel and/or equity owners as the Adviser (directly or indirectly). The General Partners were or are formed for tax, regulatory or other purposes in connection with the organization of the Funds and operate as a single advisory business together with the Adviser. Where the context otherwise requires, any reference to “we,” “us,” “our” or “Adviser” in this Brochure includes any applicable General Partners, where and as applicable. The Adviser is owned by the Thomas Ollis Hicks Estate and Mack Hicks, and controlled by Mack Hicks (the “Principal”). B. Our investment advisory and management services consist of, among other things, investigating, researching, identifying and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Funds, managing and monitoring the performance and operations of such investments, and disposing of such investments (including establishing each Fund's investment objective and selecting and making portfolio investment(s) according to such Fund's specific investment objective and strategy, as described in the applicable Governing Documents). The investment activity of the Adviser generally focuses on acquisitions with the following criteria: (i) an attractive valuation; (ii) situations in which the opportunity exists to form a strong operating partnership with a talented management team; (iii) situations where the Adviser believes it has a proprietary investment angle given its prior investments or relevant industry expertise; and (iv) a compelling growth story. The Adviser seeks to identify acquisition opportunities in an area of the market known as “the middle market”. Although every firm defines the middle market differently, the Adviser seeks transactions ranging in enterprise value from $5 million to $200 million or more. The Adviser believes that this segment of the private equity market is attractive given the fact that it is often overlooked by private equity firms with significant amounts of capital under management, which makes such middle market acquisitions of insufficient size. The Adviser also believes the middle market is an attractive segment into which to invest given the opportunities to: (i) recruit, using the Adviser’s network, more qualified and talented operating executives; (ii) secure bank financing that such companies could not otherwise secure on their own; (iii) make acquisitions that target companies would otherwise be unable to make; and (iv) enhance target companies’ business practices as they pertain to operating and financial initiatives. For more information, see Item 8 below.

C. We provide investment advice and services to each Fund in accordance with the investment objective, strategies, policies, guidelines, terms, conditions, procedures and limitations set forth in the applicable Governing Documents, and not in accordance with the individual needs or objectives or strategies of any particular investor in such Fund. Investors generally are not permitted to impose restrictions or limitations on the Adviser’s management of the Funds. In general, each Fund is organized and established by an affiliate of the Adviser to invest or acquire interests in a single portfolio company. Notwithstanding the foregoing, the General Partners have entered into, and may from time to time in the future enter into, side letter agreements or similar agreements or arrangements (commonly referred to as “side letters”) with certain investors in such Funds that have the effect of establishing rights or terms under, or altering, modifying, changing, waiving, adjusting or supplementing the terms of, the Governing Documents of such Funds in respect of such investors. Among other things, side letters entitle or may entitle an investor in a Fund to lower or more beneficial fees, information or transparency rights or benefits, most favored nations status, notification rights or terms or provisions necessary or advisable in light of or as a result of particular legal, regulatory, self-regulatory, administrative, public policy, or internal policy considerations of or related to an investor and/or other preferential or beneficial rights and terms. D. The Adviser does not participate in wrap fee programs by providing portfolio management services. E. As of December 31, 2025, the Adviser managed approximately $257,907,470 in regulatory assets under management, all on a discretionary basis. The Adviser does not manage regulatory assets under management on a non-discretionary basis.

Capital Commitments Each Fund will seek capital commitments (“Commitments”) from investors in one or more closings up to an amount stated in the Fund’s Governing Documents. Capital calls with respect to Commitments may be required from time to time for a period stated in each Fund’s Governing Documents (the “Commitment Period”). Commitments generally will be drawn down pro rata based on original Commitments on an as needed basis to fund investments and pay expenses and costs of each Fund. Thereafter, the limited partners generally will be released from any further obligation with respect to their undrawn Commitments, except to the extent necessary to; (i) cover or pay the expenses and liabilities of the Fund, including any management fees and indemnification obligations; (ii) complete investments by the Fund in respect of transactions that were in process as of the end of the Commitment Period; (iii) make follow-on investments in portfolio companies in an aggregate amount of up to a stated percentage of the total Commitments; and (iv) fund portfolio company guarantees or pay loans that exist as of the end of the Commitment Period. In no event will a limited partner be required to make a capital contribution in an amount in excess of its unfunded Commitment (except to the extent required by law or permitted pursuant to the Governing Documents). Management Fees Subject to the terms and conditions set forth in the applicable Governing Documents of a Fund, we are or may be entitled to receive annual management fees (the “Management Fee”) of up to two percent (2%) of total capital contributions, payable quarterly in advance from the date of the initial closing of such Fund until certain conditions are met as specified in such Fund’s Governing Documents. The General Partner may assign Management Fees to the Adviser and/or its affiliates. As disclosed below, Management Fees may be subject to offset or reduction in certain instances pursuant to the terms of the applicable Governing Documents. Carried Interest With respect to each Fund, net proceeds attributable to the disposition of an investment in a portfolio company, together with any dividends or interest income with respect to that investment (“Disposition Proceeds”), generally will be distributed to the applicable partners participating in that investment as set forth in the applicable Governing Documents. Generally, with respect to a Fund, the General Partner generally is entitled to receive a share of investment proceeds of up to twenty-five percent (25%) of the realized profits relating to the realized investments of such Fund, after; (i) a return of capital to participating investors equal to their capital committed to fund the investment and pay for fund expenses relating to that realized

investment; and (ii) in some cases, the payment of a stated preferred return to participating investors. These distributions to the General Partner are referred to as the “carried interest.” Distributions; Clawback Distributions to the investors will be subject to certain adjustments and reserves as stated in more detail in each Fund’s Governing Documents. Upon the final liquidation of a Fund and distribution of its remaining assets, the applicable General Partner typically is required to restore amounts to the Fund for distribution to the limited partners (up to the amount of its cumulative net after-tax carried interest) to the extent, if any, that the amount previously distributed to the General Partner as its carried interest exceeds the aggregate amount due to the General Partner as its carried interest on a cumulative basis. Management Fees and the carried interest generally are negotiable, and the General Partners have entered into and may in the future enter into side letters with certain investors pursuant to which the General Partners have agreed to reduce or waive the Management Fees and/or the carried interests applicable in connection with their investments in the Funds. Transaction and Oversight Fees In connection with the investments of certain Funds, various “Transaction Fees” and “Oversight Fees” (and similar types of fees) are paid or payable or may be paid or payable to affiliates, officers, consultants or agents of the Adviser or an affiliate thereof by a portfolio company or other third parties, as disclosed in the applicable Governing Documents. Transaction Fees typically include any fees and reimbursement of expenses received in connection with the consummation, disposition or termination of an investment attributable to the Fund and/or any fees received from a portfolio company, such as break-up fees, commitment fees, investment banking fees, termination fees, portfolio company management fees, directors’ fees, and other similar fees. Oversight Fees typically include fees paid in exchange for; assisting portfolio companies in the definition and implementation of business strategy; oversight of results; evaluation of business opportunities, such as acquisitions, mergers, or divestitures; and assistance with respect to financial matters, such as optimal capital structures and market knowledge. Subject to the applicable terms and conditions set forth in the Governing Documents of each Fund, the Adviser and its affiliates, officers and agents generally are not required to share any Transaction Fees, Oversight Fees or similar fees or compensation received by them in connection with the Funds with the Fund or the investors, but, in certain instances, a Fund’s allocable share of the net amount of such fees received by the Adviser and its affiliates, agents and officers with respect to such Fund may result in an offset or reduction in the Management Fees or are or may be received or retained by the Adviser and its affiliates in lieu of Management Fees. B. Management Fees are payable, and may be payable, out of current income, Disposition Proceeds of the Fund, drawdowns of Commitments or any other assets of the Fund determined by the General Partner to be available for such purpose (pursuant to the terms of the applicable Governing Documents). Transaction Fees and Oversight Fees are not paid or payable directly

by the Funds (or the investors) but are paid or borne by either the applicable portfolio company or other third parties. Carried interest distributions are made directly to the applicable General Partner or an affiliate thereof from time to time out of investment proceeds received by the Fund. C. The General Partners, the Adviser and affiliates generally will pay all of their respective ordinary administrative and overhead expenses, including salaries of employees, benefits and rent. Subject to the terms set forth in the applicable Governing Documents and in addition to the carried interest and, if applicable, Management Fee, each Fund generally will pay all costs and expenses attributable to the activities of the Fund including, without limitation: (i) all organizational expenses of such Fund and its General Partner (including expenses incurred in connection with the formation of the Fund and such General Partner and the offering of interests in such Fund); (ii) all out-of-pocket costs of the administration of the Fund, including accounting, audit, annual financial statement, federal income tax and Form K-1s, tax return preparation, consulting and legal expenses, costs of holding any meetings of partners, costs of any liability insurance obtained on behalf of the Fund and/or the General Partner, costs associated with the maintenance of books and records of the Fund, and costs associated with the preparation and dispatch to partners of checks, financial reports, and notices, and providing other information to existing and prospective investors; (iii) all expenses incurred in connection with the registration, qualification, or exemption of the Fund under any applicable laws; (iv) all expenses incurred in connection with the preparation of alterations and amendments to the Governing Documents; (v) subject to any applicable provisions of the Governing Documents, all expenses incurred in connection with any litigation involving the Fund (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith; (vi) subject to any applicable provisions of the Governing Documents, all expenses for indemnity or contribution payable by the Fund; (vii) all expenses incurred with administrative proceedings and/or audit relating to the Fund’s tax matters; (viii) all expenses incurred in connection with the dissolution and liquidation of the Fund; (ix) all expenses incurred on account of taxes, fees, or other governmental charges of the Fund; (x) all expenses incurred in connection with the acquisition, holding, and disposition of investments and all third party expenses incurred in connection with transactions not consummated; and (xi) all expenses incurred in connection with monitoring or engaging any transactions with a portfolio company. Subject to the terms of the applicable Governing Documents, a Fund may be required to bear or pay all expenses or costs incurred in connection with the engagement or appointment of third-party placement agents in respect of such Fund and any and all costs incurred in connection with warehousing or syndicating any portfolio company investment with respect to a Fund. Portfolio companies or third parties (and affiliates thereof) from time to time pay or reimburse certain personnel and affiliates of the Adviser and their related persons (including co-investors) for various expenses and costs incurred in connection with providing services to portfolio companies. Such expenses include, among other things, consulting fees or other compensation paid to affiliates of the Adviser, travel costs and expenses, (which may include first, business or coach class commercial travel or private charter travel (including non-commercial aircraft), lodging, and meals), meals and entertainment expenses and other expenses associated with management and other services provided to such portfolio companies. In addition, an affiliate of the Adviser may enter into services agreements with portfolio companies pursuant to which such affiliate provides certain administrative services in return for fees, subject to the terms and conditions set forth in the applicable Governing Documents.

The investment strategies employed with respect to the Funds generally do not involve the purchase or sale of publicly offered securities, and, as such, do not typically entail expenses related to brokerage commissions; however, such commissions may be payable under certain circumstances. See Item 12, below, for discussion of our brokerage practices. The foregoing is not intended to be exhaustive and is qualified in its entirety by the provisions in the applicable Governing Documents of each Fund. D. As stated above, any Management Fees are payable quarterly in advance. In the event that a Fund is terminated or dissolved, a proportionate share of any unearned Management Fees will be refunded to the applicable investors. Management Fees generally are prorated with respect to any partial calendar quarters (based upon the number of days remaining or elapsed in such quarter). Notwithstanding the foregoing, the General Partners and certain of their affiliates have entered into (and may in the future enter into) side letters with one or more investors that alter, modify or change the terms of the interests held by those investors (including, without limitation, reductions or changes to fees, most favored nations status, information rights, transparency rights and various other preferential rights or terms). E. Other than as described above, neither the Adviser nor any of its supervised persons receives any compensation from the sale of securities or other investment products.

The method of calculating the carried interest may result in conflicts of interest with respect to the management and disposition of investments, including the sequence of dispositions. Certain of our individual employees, agents and affiliates may be compensated to some extent based upon investment profits for which they are responsible and, accordingly, may face the same conflict. The Adviser generally attempts to mitigate or address the conflicts of interest associated with these carried interest distributions through (i) the requirement that invested capital, a preferred return and expenses be returned to investors before the General Partners are entitled to receive any carried interest distributions, (ii) a material investment in each Fund by affiliates of the Adviser and/or (iii) requiring the General Partners to return or clawback any excess carried interest distributions received by them. The Adviser and its affiliates manage and sponsor multiple Funds and other ventures, accounts, vehicles and entities with similar or different (or potentially overlapping) investment strategies and investments. A portfolio company owned by a Fund may directly or indirectly compete with portfolio companies owned by other Funds or ventures or vehicles or accounts managed or sponsored by the Adviser and its affiliates and the Adviser’s activities and obligations with respect to such other Funds, ventures, clients, vehicles and accounts may adversely affect other Funds or accounts (or portfolio companies owned by other clients or accounts). As a result of the foregoing, the Adviser and its affiliates and agents have or may have conflicts of interest in: (i) allocating their time and activities (and the time and activities of the Adviser’s personnel) among the multiple Funds (and the underlying portfolio companies owned by such Funds); and (ii) effecting transactions among the multiple Funds, ventures, vehicles, accounts or other entities, including ones in which the Adviser, Hicks Holdings, LLC, their principal(s), and/or affiliate(s) may have a greater financial interest. These conflicts of interest create or may create an incentive for the Adviser to favor a Fund in which the Adviser and/or affiliate(s) have a greater financial interest with respect to allocation of time and activity, limited investment opportunities, or investments that the Adviser regards as more attractive or better performing investments. However, the significant commitment by the Adviser and its affiliates to invest in the Funds and the applicable General Partner clawback provisions, among other things, should reduce the incentives to make more speculative investments or otherwise time the sale of investments based on considerations related to performance-based fees. In an attempt to address or mitigate these risks, the Adviser has implemented policies and procedures in an attempt to confirm equitable and fair treatment over time with respect to transactions among the multiple Funds.

Each investor generally is required to represent that it is, among other things, an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and/or a “qualified purchaser,” as such term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended.

In addition, the Adviser is also focusing on structured minority investments, which are generalist in nature and target each investment transaction to be between $15 million and $50 million. The strategy is focused on downside mitigation and meaningful participation in the upside through warrants, options, or waterfall distribution priorities. These structured minority investments will primarily be focused on companies that have significant asset or collateral value to mitigate the downside risk and will only be invested behind an appropriate amount of debt to further mitigate risk. The Adviser will attempt to negotiate disproportionate governance rights or influence in these financings. Investment Process The Adviser utilizes a proactive origination strategy in its deal origination. The Adviser focuses its outbound solicitation efforts on a select group of industries where it has developed domain expertise, management relationships, a demonstrated record of past investment success, or has performed extensive industry due diligence. Based upon its research, the Adviser develops targeted sub-sectors to thoroughly examine for investment opportunities. In other instances, potential transactions are brought to the Adviser by business owners, operating executives or investment banks in consideration of the Adviser’s reputation in the industry. The Adviser is constantly meeting with people regarding potential transaction opportunities, enabling it to see a wide range of transactions in any given year. Seeing a wide range of opportunities is believed to benefit the Adviser’s judgment in its assessment of valuation, capital structure, the strength of the management team and the growth opportunity that is presented. Since the Adviser’s relationship building process with business owners can often span years, these remaining companies continually form a portion of the Adviser’s backlog of future investment opportunities. The Adviser’s origination strategy promotes a thorough and extensive due diligence process. Since the investment team devotes substantial time to the establishment of personal and professional relationships with business owners, it enjoys greater access to their future management partners and is able to track performance of target companies over longer periods of time than usually afforded through an auction process. While the Adviser may employ third party professionals to assist with certain due diligence matters, the Adviser believes that the ability to foster management relationships and monitor company performance over an extended period of time prior to an investment represents the critical foundation to the Adviser’s due diligence process and investment discipline. Post-Closing Value Creation Subsequent to closing an investment, the investment team has historically taken an active role in the oversight and development of portfolio companies. Since these businesses are often entrepreneurially managed, the Adviser intends to devote a substantial amount of time in

providing advice and direction to its management partners on how to transform portfolio companies into professionally managed businesses which are capable of exploiting incremental growth opportunities. This transformation typically entails hiring supplemental management resources, introducing budgeting and reporting tools for goals setting and performance measurement, implementing enhanced IT systems for stronger reporting and operational control, and creating incentive programs, including performance bonuses and stock option plans for management. Additionally, the Adviser provides ongoing capital support and strategic advice in evaluating growth strategies. As a result of these undertakings, portfolio companies are often transformed into larger, more professionally managed enterprises that become marketable to a large universe of strategic and financial buyers. The Adviser has a wide network of relationships with investment bankers, consultants and operating executives. The Adviser uses this network to attempt to maximize value when it sells an investment. The investment strategies summarized above are not intended to be comprehensive. For more information regarding the Adviser’s and the Funds’ investment strategies, please see the applicable Governing Documents of the Funds. B. Certain Risk Factors. There can be no assurance that investors in the Funds will achieve their investment objectives or that investments in the Funds will be profitable. The Funds’ investment strategies involve a substantial degree of risk, including risk of complete loss. Nothing in this Brochure is intended to imply, and no one is or will be authorized to represent, that the Funds’ or the Adviser’s investment strategies are low risk or risk free. These investment strategies are appropriate only for sophisticated persons who fully understand and are capable of bearing the risks of investment. Prospective investors should consider the following risks, among others, before making any investment decisions. The various risks outlined below are not the only risks associated with the Funds’ investment strategies and processes and will not necessarily apply to each investor or each Fund. Investors are urged to consult with their own independent financial, legal and tax advisors before making any investment decisions. The following risks are qualified in their entirety by the risks set forth in the applicable Governing Documents. Lower Middle Market Investments. Companies in the lower end of the U.S. middle market are relatively small companies that may be unseasoned, unprofitable or lack established operating histories or earnings, and may lack technical, marketing, financial and other resources. These companies may be dependent upon the success of one product or service, a unique distribution channel or the effectiveness of its manager or management team. The failure of this one product, service or distribution channel or the loss or ineffectiveness of a key executive or executives within the management team may have a materially adverse impact on such companies. Furthermore, these companies may be more vulnerable to competition and to overall economic conditions than larger, more established entities. Although many of investments will be made in companies with existing operations, a Fund may invest at earlier stages, including the start-up stage. Particularly in early stage enterprises, a major risk exists that a proposed service or product cannot be developed successfully with the resources available to the portfolio company. There is no assurance that the development efforts of any portfolio company will be successful or, if successful, will be completed within the budget or time period originally estimated. Growth-Stage Investments. The Funds make investment in growth-stage companies. These companies are often characterized by short operating histories, new technologies and products, quickly evolving markets and management teams that may have limited experience working

together, all of which enhance the difficulty of evaluating these investment opportunities. The management of these companies will need to implement and maintain successful marketing, finance, personnel and other operational strategies in order to become and remain successful. Other substantial operational risks to which these companies are subject include uncertain market acceptance of the company’s products or services, a high degree of regulatory risk for new or untried and/or untested business models, products and services, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources and the potential for rapid organizational or strategic change. Risks Associated with Portfolio Investments. Identifying and participating in attractive investment opportunities and assisting in the building of (or improvements to) companies is difficult. There is no assurance that any investments will be profitable and there is a substantial risk that a Fund’s losses and expenses will exceed its income and gains. Any return on investment to the investors will depend upon successful investments made on behalf of a Fund by the Adviser or an affiliate. There generally will be little or no publicly available information regarding the status and prospects of portfolio companies. Many investment decisions by the Adviser will be dependent upon the ability of its partners and agents to obtain relevant information from non-public sources, and the Adviser often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. The marketability and value of each investment will depend upon many factors beyond the Adviser’s control. Although a partner or employee or officer of the Adviser may serve on a portfolio company’s Board of Directors, each portfolio company will be managed by its own officers (who generally will not be affiliated with the Funds, the Adviser or the General Partners). A Fund may hold minority positions in portfolio companies or acquire securities that are subordinated vis-à-vis other securities as to economic, management or other attributes. Portfolio companies may have substantial variations in operating results from period to period, face intense competition, and experience failures or substantial declines in value at any stage. New technological developments may have a negative effect on a portfolio company’s products and business. Portfolio companies may need substantial additional capital to support growth or to achieve or maintain a competitive position. Such capital may not be available on attractive terms. A Fund’s capital is limited and may not be adequate to protect such Fund from dilution in multiple rounds of portfolio company financings. The public market for financial services and related companies and other growth companies and middle market companies is volatile. Such volatility may adversely affect the development of portfolio companies, the ability of the Fund to dispose of investments, and the value of investment securities on the date of sale or distribution by the Funds. In particular, the receptiveness of potential acquirers to portfolio companies will vary over time and, even if a portfolio company investment is disposed of via a merger, consolidation or similar transaction, a Fund’s stock, security or other interests in the surviving entity may not be marketable. Similarly, the receptiveness of the public market to initial public offerings by portfolio companies may vary dramatically from period to period. An otherwise successful portfolio company may yield poor investment returns if it is unable to consummate an initial public offering at the proper time. Even if a portfolio company effects a successful public offering, a Fund or the portfolio company’s securities typically will be subject to contractual “lock-up,” securities law or other restrictions, which may, for a material period of time, prevent such Fund or the investors from disposing of such securities. There can be no guarantee that any portfolio company investment will result in a liquidity event via a merger, acquisition, initial public offering or otherwise, and there is a significant risk that the Fund’s investments will yield little or no return. The securities in which a Fund will invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, the investments made by a Fund are illiquid and difficult to value, and there is little or no

collateral to protect an investment once made. In most cases, investments are long term in nature and may require many years from the date of initial investment before disposition. It is likely that a Fund will still hold some illiquid securities at the time of its dissolution, with the result that such securities may be distributed in-kind or sold for a discounted price that reflects their illiquid nature. The Partners or certain investment personnel of the Adviser may serve as directors of, or observers on boards with respect to, certain portfolio company investments and, in that capacity, are required to make decisions that they consider to be in the best interests of such portfolio companies and their equity holders. In certain circumstances, for example in situations involving bankruptcy or near-insolvency of a portfolio company, actions that are in the best interest of the portfolio company will not necessarily be in the best interests of the Adviser’s clients, and vice versa. Accordingly, in these situations, there will be conflicts of interests between such individual’s duties as a Partner or employee of the Adviser and such individual’s duties as a director of the portfolio company investment. Decisions made by a director can be expected in certain cases to 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. Customer and Supplier Concentration. Small to medium sized, middle-market companies may be reliant on a limited number of customers or suppliers, the loss of any one of which can have materially adverse effects on such companies. Energy Risks. Certain of the Funds have invested and may in the future invest in portfolio companies operating or conducting business in the energy sector. Companies operating in the energy sector may be affected by fluctuations in the prices of energy commodities, including, for example, natural gas, natural gas liquids, crude oil and coal, in the short- and long-term. Fluctuations in energy commodity prices would directly impact companies that own such energy commodities and could indirectly impact companies that engage in transportation, storage, processing, distribution or marketing of such energy commodities. Fluctuations in energy commodity prices can result from changes in general economic conditions or political circumstances (especially of key energy-consuming countries), market conditions, weather patterns, domestic production levels, volume of imports, energy conservation, domestic and foreign governmental regulation, international politics, policies of the Organization of Petroleum Exporting Countries (“OPEC”), taxation, tariffs, and the availability and costs of local, intrastate and interstate transportation methods. The energy sector as a whole may also be impacted by the perception that the performance of energy sector companies is directly linked to commodity prices. Need for Additional Capital or Follow-on Investments. Certain portfolio companies, especially those in a development or “platform” phase, may require additional financing to satisfy their working capital requirements or acquisition strategies. The amount of such additional financing needed will depend upon the maturity and objectives of the particular company. Each round of financing (whether from a Fund or other investors) is typically intended to provide a portfolio company with enough capital to reach the next major corporate milestone. If the funds provided are not sufficient, a company may have to raise additional capital at a price unfavorable to the existing investors. The availability of capital is generally a function of capital market conditions that are beyond the control of us or any portfolio company. There can be no assurance that the portfolio companies will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Portfolio Company Debt. The Funds may invest in portfolio companies that incur or utilize significant or material amounts of debt or leverage. Use of debt increases a portfolio company’s

exposure to increasing interest rates, which could adversely affect its operating performance and cash flow. To the extent that a portfolio company is unable to generate sufficient cash flow to meet its debt service obligations, the value of the related investment could be significantly reduced or lost altogether. The profitability and survival of portfolio companies may depend on their ability to access sufficient sources of debt at attractive rates, which may or may not be available at any particular time. Business risks may be more significant in middle-market companies or those embarking on a build-up or operating turnaround strategy. Some companies may operate at a loss or have significant variations in operating results, may be engaged in a rapidly changing business or business environment with products subject to a substantial risk of obsolescence, may require substantial additional capital (which may not be available on attractive terms, if at all) to support their operations, finance expansion or maintain their competitive position, may be in an early stage of development or may otherwise have a weak financial position. If for any of these or other reasons a portfolio company is unable to generate cash flow to meet its operating expenses and working capital requirements, make principal or interest payments on its indebtedness, or make other required payments on its commitments, the portfolio company’s business, financial condition and prospects could be materially adversely affected and the value of the related investment could be significantly reduced or even eliminated. Reliance on Management of Portfolio Companies. Although we monitor the performance of portfolio companies and generally are involved in the oversight thereof, we nevertheless rely (and will rely) substantially upon the management teams of such portfolio companies to operate such companies on a day-to-day basis. Consequently, the value of each investment is affected significantly by the efforts and decisions of portfolio company management teams. Because of their size and historical needs, many middle-market companies must rely heavily on the services of a limited number of key individuals, the loss of any one of whom could significantly adversely affect future performance. However, middle-market companies may not always be led by incumbent management teams/founders who possess a broad range of experience or professional managerial skills. Further, key executives/founders may be approaching the ends of their active business careers, requiring (upon retirement) the planned transition to professional management or a next generation of senior managers. In situations where incumbent managers or founders are supplemented with or replaced by professional management teams, operating cultures or key relationships with customers, suppliers, personnel or others might be adversely affected. While we attempt during the due diligence process to assess the relative capabilities and depth of company managers and monitor performance over the course of an investment, no assurance is given that these efforts are or will be sufficient to overcome any decisions made or activities undertaken by management teams or that the supplementation or replacement of operating managers will be successful. Control Person Liability. A Fund may establish control positions in, and the Adviser may take an active role in the management of, portfolio companies. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management and other types of liability in which the limited liability generally characteristic of business operations may be ignored. The Funds may also seek to designate employees, agents or affiliates of the Adviser to serve on the boards of directors (or as officers) of portfolio companies. The designation of directors and other contemplated measures could expose the assets of a Fund to claims by a portfolio company, its security holders and its creditors. While we intend to manage the Funds in a way that will reduce exposure to these risks, the possibility of successful claims cannot be precluded.

Risks in Effecting Operating Improvements. Each Fund’s investment strategy depends, at least in part, on the ability of the Fund, the General Partner, us and our affiliates to restructure and effect improvements in the operations of a portfolio company, thereby increasing its profits during such Fund’s investment period. The activity of identifying and implementing restructuring programs, operating improvements and other means of increasing profitability at portfolio companies entails a high degree of uncertainty. There can be no assurance that we will be able to successfully identify and implement such restructuring programs and improvements. Minority Investments. The Funds may invest in (i) debt or debt-related investments, (ii) minority positions in portfolio companies with minority protection rights, and/or (iii) structured investments that are intended to provide the Funds with downside protection and the opportunity to influence the operational activities of a portfolio company. In such cases, a Fund generally relies significantly on the existing management and board of directors of such companies, which may include representation of other financial investors with whom we are not affiliated and whose interests may conflict with the interests of such Fund. Moreover, a Fund may have a limited ability to protect its investment in such portfolio company, although it is expected that appropriate minority investor rights generally will be sought to protect a Fund’s interests. There can be no assurance that such rights will be available or obtained or that such rights will provide sufficient protection to the Fund. Equity Investments. The Funds typically invest in equity or equity-related investments, which, by their nature, involve business, financial, market and/or legal risks. Holders of equity or equity-related investments generally own a residual interest in the applicable portfolio company and are junior to any obligations owed to the senior or subordinated creditors of such portfolio company. Illiquidity of Investments. The Funds make investments in securities that have limited liquidity. It is anticipated there will be a significant period of time before the Funds have completed their investments in portfolio companies. Such investments may typically take from 3 to 10 years from the date of initial investment to reach a state of maturity when partial or complete realization of the investment can be achieved. Transaction structures typically will not provide for liquidity of the Funds’ investment prior to that time. Generally, there will be no readily available market for a substantial amount of the Funds’ investments. Most investments held by the Funds may not be able to be sold except pursuant to a registration statement filed under the Securities Act or in accordance with Rule 144, Regulation D or another exemption under the Securities Act. The market prices, if any, of such investments tend to be volatile, and the Funds may not be able to sell such investments when they desire, or, upon sale, to realize what it perceives to be their fair value. Further, companies whose securities are not publicly traded are not subject to the disclosure and other investor protection requirements applicable to publicly traded companies. In light of the foregoing, it is likely that no return from the disposition of a Fund’s investments will occur until a significant period of time has passed. Furthermore, disposition of such investments may result in distributions in-kind to investors. If a Fund is unable to sell or otherwise dispose of an investment by the end of its respective term, the Fund and/or the investors may receive an in-kind distribution of their respective pro rata share of that investment, which may be illiquid. Although the general partners of the Funds generally expect that investments will either be disposed of prior to the end of the applicable Fund’s term or be suitable for in-kind distribution, the general partner of the applicable Fund may need to sell, distribute or otherwise dispose of investments at disadvantageous times or prices at the end of such Fund’s term or otherwise. In addition, although the general partners of the Funds generally expect to use commercially reasonable efforts to reduce to cash and cash equivalents all of the

applicable Fund’s investments to the extent practicable, subject to obtaining fair value for such assets and any tax or other legal considerations, there can be no assurances with respect to the time frame in which the winding up and the final distribution of proceeds to such Fund’s investors will occur. Investments in Distressed Securities and Restructurings. The Funds may make investments in restructurings that involve portfolio companies that are experiencing or are expected to experience severe financial difficulties. These financial difficulties may never be overcome and may cause such portfolio company to become subject to bankruptcy proceedings. Such investments could, in certain circumstances, subject a Fund to certain additional potential liabilities that may exceed the value of such Fund’s original investment therein. For example, under certain circumstances, payments to a Fund and distributions by such Fund to its investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, a preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by statutes related to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims or re-characterize investments made in the form of debt as equity contributions. Debt Investments. The Funds may invest in bonds, notes, debentures and other debt-related instruments issued by portfolio companies. These investments may pay fixed, variable or floating rates of interest and may include zero coupon obligations. The Funds may invest in portfolio company debt instruments that have experienced or are contemplated to experience ratings downgrades. Other instruments may have the lowest quality ratings or may be unrated. Credit ratings evaluate the safety of the principal and interest payments, not the market value risk of lower-rated instruments. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. It is also possible that a rating agency might not change its rating of a particular issue on a timely basis and, as a result, outstanding ratings may not reflect the portfolio company’s current credit standing. Conversely, rating agencies may re-rate an instrument which could cause substantial loss if the ratings are downgraded. Investments may experience significant credit rating volatility. In addition, a Fund may be paid interest in kind in connection with company debt and related financial instruments (e.g., the principal owed to a Fund in connection with a debt investment may be increased by the amount of interest due on such debt investment). Such investments may experience greater market value volatility than debt obligations that provide for regular payments of interest in cash and, in the event of a default, a Fund may experience substantial losses. To the extent a Fund makes any debt investments, such investments will typically be subordinated to the senior obligations of an issuer, either contractually or structurally. Such subordinated investments may be characterized by greater credit risks than those associated with the senior obligations of the same issuer. Adverse changes in the financial condition of an issuer, general economic conditions, or both may impair the ability of such issuer to make payments on the subordinated securities and result in defaults on such securities more quickly than in the case of the senior obligations of such issuer. Board Participation. The Funds may be represented on the boards of directors of portfolio companies (via one or more agents or employees of the Adviser or an affiliate) or may have one or more representatives or agents of the Adviser or an affiliate serve as observers to such boards of directors. Although such positions in certain circumstances may be important to a Fund’s investment strategy and may enhance such Fund’s ability to manage its investments, such positions may also have the effect of impairing a Fund’s ability to sell or otherwise dispose

of an investment (in whole or in part) when, and upon the terms, we or the General Partner(s) may otherwise desire and may subject such Fund and others to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Funds indemnify us, the General Partners and our affiliates, officers, employees and representatives from any losses associated with such claims. Relationships of Affiliates of the Adviser and the General Partner to Portfolio Companies. One or more portfolio companies (or other third parties) engage or may engage our affiliates or employees or consultants to provide services (or serve as officers or directors or in other capacities with respect to such companies), and such persons may receive compensation, fees or other remuneration from such companies or third parties in connection therewith. Accordingly, our affiliates or employees or consultants may have interests that arise out of providing services to portfolio companies (such as the receipt of consulting and other fees) which conflict with the interests of a Fund as an investor in those portfolio companies. Our affiliates and employees and consultants may provide services to enterprises that compete with portfolio companies for customers, suppliers, management or financial resources or in other respects. In addition, our affiliates and employees and consultants may assist other enterprises in obtaining capital and in acquisitions and dispositions of businesses, which may conflict with the interests of the portfolio companies. Co-Investments with Third Parties and Co-Venturers. In connection with co-investments, a Fund may hold non-controlling interests in a portfolio company (directly or indirectly through one or more vehicles) and, therefore, the Adviser may have a limited ability to protect such Fund’s interests in such company and to influence such company’s management. In addition, co-investments may be made with third parties through joint ventures or other entities, which may have larger or controlling ownership interests in such portfolio companies. In such cases, Funds typically will rely significantly on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom we are not affiliated and whose interests may at times conflict with the interests of such Funds. Such co-investments may involve risks in connection with such third-party involvement, including the possibility that a third party may be in a position to take (or block) action in a manner contrary to a Fund’s investment objectives or may have financial difficulties resulting in a negative impact on such investment. In addition, a Fund may in certain circumstances be liable for the actions of its third-party co-venturers. Co-investments made with third parties in joint ventures or other entities also may involve carried interests and/or other fees payable to such third-party partners or co-venturers. There can be no assurance that appropriate minority shareholder rights will be available to the Funds or that such rights will provide sufficient protection to the Funds’ interests. Co-Investment Opportunities. The Adviser may, in its discretion, provide or commit to provide co-investment opportunities (including the opportunity to invest alongside a Fund in an investment) to one or more limited partners and/or other persons, in each case on terms to be determined by the Adviser in its discretion. Conflicts of interest may arise in the allocation of such co-investment opportunities. The allocation of co-investment opportunities, which may be made to one or more persons for any number of reasons as determined by the Adviser, may not be in the best interests of a Fund or any individual limited partner. In exercising its discretion in connection with such co-investment opportunities, the Adviser may consider some or all of a wide range of factors, which may include factors which benefit the Adviser, the General Partners or affiliates thereof such as the likelihood that an investor may invest in a future fund sponsored by the Adviser, the General Partners and their affiliates.

Furthermore, decisions regarding whether and to whom to offer co-investment opportunities may be made by the Adviser, the General Partners or their related persons in consultation with other participants in the relevant transactions, such as a co-sponsor. Co-investment opportunities may, and typically will, be offered to some and not to other limited partners or other persons. When and to the extent that employees and related persons of the Adviser or a General Partner make capital investments in or alongside a Fund, the Adviser and the General Partner are subject to conflicting interests in connection with these investments. The Adviser’s allocation of co-investment opportunities among the persons and in the manner discussed herein may not, and often will not, result in proportional allocations among such persons, and such allocations may be more or less advantageous to some such persons relative to others. Contingent Liabilities upon Disposition of Investments. In connection with the disposition or realization of an investment, the Funds may be required to make certain representations about the business and financial affairs of the applicable portfolio company that are typical of those made in connection with the sale of a business and may be responsible for the content of disclosure documents under applicable laws. The Funds may also be required to indemnify the purchasers of such investment to the extent that any such representations or disclosure documents turn out to be inaccurate or misleading (or to the extent that the portfolio company does not have sufficient assets to cover such liabilities). These and other similar arrangements may result in contingent liabilities, which may ultimately be required to be funded by the Funds’ investors to the extent that such investors have received prior distributions with respect to such investment. Environmental Risks. Portfolio companies generally are subject to numerous statutes, rules and regulations relating to environmental protection, under which a current or previous owner or operator of real property may be liable for non-compliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring, removal or remediation of hazardous materials. The Funds may be exposed to substantial risk of loss from environmental claims arising in respect of portfolio companies. Identification of Suitable Investment Opportunities. Each Fund’s success will depend primarily upon the identification and availability of suitable investment opportunities. The business of identifying and structuring private equity investments is highly competitive and involves a high degree of uncertainty and risk. There generally is little or no publicly available information regarding the status and prospects of companies in which the Funds invest or are considering an investment. Many of our investment decisions are dependent upon our ability to obtain relevant information from non-public sources, and we often are required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. The availability of investment opportunities is subject to market conditions and certain other factors that are outside of our control. Investors may never be fully invested if we cannot or do not identify enough sufficiently attractive investments during the applicable Fund’s investment period. There can be no assurance that we will be able to identify sufficient attractive investment opportunities to meet the investment objectives of any Fund or that investors or other persons will be able to participate in any such investment opportunities. Competition for Investments. The Adviser’s business is highly competitive and has become more so in recent years due to a substantially increased flow of capital into venture capital, private equity, growth equity funds and other similar investments. The Funds and the Adviser compete with other established funds and investment organizations with substantial resources and experience. Moreover, the volume of attractive investment opportunities varies greatly

from period to period. There can be no assurance that the Fund will be able to make investments on attractive terms, and it is possible that the Fund’s term will expire before the Fund has invested all of its available capital. A portfolio company owned or held by a Fund or other entity, issuer, vehicle or venture managed or sponsored by the Adviser or an affiliate thereof may compete with one or more portfolio companies owned by other Funds, clients or accounts, and actions taken or activities engaged in by the Adviser and its affiliates with respect to a Fund or other venture or vehicle or entity may conflict with the Adviser’s duties and responsibilities with respect to other Funds or accounts, or otherwise adversely affect one or more portfolio companies owned by other Funds or accounts. Expedited Transactions. Investment analyses and decisions by the Adviser and the General Partners may be undertaken on an expedited basis in order for the Funds to take advantage of available investment opportunities. In such cases, the information available to us at the time of the investment decision may be limited, and we may not have access to the detailed information necessary for a thorough evaluation of the investment opportunity. Further, the Adviser and the General Partners may conduct our due diligence activities over a very brief period. Borrowing. The General Partner generally may cause a Fund to borrow funds, guarantee thirdparty loans or other extensions of credit made by portfolio companies or potential portfolio companies (or subsidiaries thereof) and otherwise utilize leverage in connection with such Fund’s investment program in accordance with the terms and limitations set forth in the applicable Governing Documents. Although we will seek to borrow funds and otherwise utilize leverage and borrowing in a manner believed to be prudent and reasonable under the circumstances, the use of borrowed funds and leverage generally involves a high degree of financial risk. In addition, borrowings by a Fund will expose such Fund to interest rate risk, and such Fund may be less likely to be profitable or meet its goals if interest rates increase. If a Fund does not receive sufficient cash flow from its investments to meet principal and interest payments on any such borrowings, then that Fund may need to dispose of its investments sooner or at a lower price than it otherwise would have in order to pay the debt. Borrowings by the Funds have the potential to enhance overall returns that exceed the Funds’ cost of funds; however, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Funds’ cost of funds. Litigation. The investment activities of a Fund may subject it or its affiliates to the risks of becoming involved in litigation with third parties. The expense of defending against claims against the Funds or their portfolio companies, as applicable, by third parties and the payment of any amounts pursuant to settlements or judgments would be borne by the Funds and/or the portfolio companies, reduce distributions and could require the Funds and/or investors in a Fund to return distributed capital and earnings to the applicable Fund. We and our affiliates generally will be indemnified by the Funds in connection with any such litigation, subject to certain conditions. To the extent set forth in the Governing Documents, investors may be required to return distributions previously received by them from a Fund, including for purposes of enabling the Fund to make indemnification payments to the General Partner and affiliates thereof. Portfolio Company Projections. We generally evaluate the potential and existing portfolio companies on the basis of financial projections. Projected operating results normally will be based primarily on management judgments. In all cases, projections are only estimates of future

results which are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections, as general economic conditions and other factors out of the control of the general partners of the Funds may negatively impact the reliability of the financial projections. Conflicts of Interest. Various actual and potential conflicts of interest exist (or may exist) among the Adviser, the Funds, the General Partners, the Principal, key executives, investment team members, affiliates of the General Partners, their respective employees, agents, and affiliates, including actual and potential conflicts of interest related to fees, portfolio composition and valuation, principal and cross transactions, expense allocation, principal and other related party or conflicted transactions, treatment of other investors, limitation of liability, indemnification, allocation of investment opportunities among our various clients, outside business activities and personal trading. In addition, we provide investment management, advisory and other services to various different Funds, and face or may face various actual and potential conflicts of interest relating thereto. Investors ultimately will be heavily dependent upon the good faith of the Adviser and the General Partners. During each Fund’s term, many different types of conflicts of interest and risks may arise (including changes to current conflicts or risks) and the disclosures set forth herein are not intended to be exhaustive or exclusive. See Items 11 and 12 for additional information relating to certain material conflicts of interest that are or may be applicable with respect to the Funds or the Adviser’s business. No Diversification. Each Fund generally makes one or more investments in a single portfolio company (or group of related portfolio companies), which increases the vulnerability of the Fund’s portfolio as compared to a portfolio that is appropriately diversified in more than one investment and types of investments. The investment portfolios of the Funds will not be diversified, as each Fund typically makes an investment in the securities of a single portfolio company (and, as applicable, certain affiliates of such portfolio company), and the performance of each Fund will be entirely dependent upon the performance and profitability of a single investment and portfolio company. The Adviser shall be under no duty or obligation to attempt to diversify the portfolios of the Funds. Cybersecurity Risks and Identity Theft. The Adviser, the General Partners, the Funds and their respective affiliates and service providers depend on information technology systems and, notwithstanding the diligence that the Adviser may perform on its or the Funds’ (or any other clients) service providers, it may not be in a position to verify the risks or reliability of such information technology systems. The Adviser, the General Partners, the Funds and their respective affiliates and service providers are subject to risks associated with a breach in cybersecurity. “Cybersecurity” is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. The Adviser’s, the General Partners’ and their respective affiliates and service providers information and technology systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Adviser has implemented various measures to designed or intended to manage key identified risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly,

the Adviser may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Adviser’s, the General Partners’ and the Funds’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm the Adviser’s and its affiliates’ reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect its business and financial performance. Such damage or interruptions to information technology systems may cause losses to the Funds or individual investors by interfering with the Adviser’s operations (or the operations of our service providers). The Funds may also incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage. Any such breach could expose the Funds, the Adviser and their respective affiliates to civil, legal or regulatory liability as well as regulatory inquiry and/or action, and the Funds may be required to indemnify the Adviser, the General Partners and their affiliates and agents against any losses incurred in connection therewith. Cybersecurity issues and risks are currently a major focus area of the SEC and other regulatory authorities. Privacy and Data Protection Risk. The Adviser and its affiliates process personal information, including by storing and maintaining personal data related to their respective members, affiliates, employees and representatives, natural person investors, service provider representatives, customers and others. Such processing of personal information, which may also include the use of third-party processors and cloud-based services, will impose legal, operational and regulatory risks on the Adviser and the Funds. In recent years, there has been an increase in legal requirements relating to the collection, storage, use and transfer of personal information, and the legal framework around such matters is expected to continue to develop at both the international and state level. Certain activities of the Adviser, the General Partners and/or their respective affiliates may, for example, be subject to the California Consumer Privacy Act and other foreign, federal and state privacy laws such as the European Union’s General Data Protection Regulation. The Adviser and/or its affiliates may not be able to accurately anticipate the ways in which regulators and courts will apply or interpret the law, and implementation, interpretation or application of privacy and data protection laws in a manner inconsistent with the Adviser’s expectations may adversely affect the Funds. For example, the failure of the Adviser, or one or more of its affiliates providing services to the Funds, to comply with privacy and data protection laws could result in negative publicity, operational disruptions, and may subject the Fund to significant costs associated with litigation, settlements, regulatory action, judgments, liabilities or penalties and mandatory remediation. If the Adviser or any affiliate thereof uses or discloses information improperly or suffers a security breach impacting personal information, it may be obligated to notify government authorities, stakeholders or individuals affected, which may divert the Adviser’s time and effort and entail operational disruptions, loss of market confidence and goodwill and substantial expense, particularly if any litigation or enforcement action or mandatory remediation were to also arise out of such breach. Epidemics, Pandemics, Outbreaks of Disease and Public Health Issues. Our business activities as well as the Funds’ and our respective affiliates, and service providers’ and their operations and investments could be materially adversely affected or impacted in the future by outbreaks of disease, epidemics, pandemics and public health issues, whether globally or limited to particular regions of the world, such as diseases or public health issues caused by novel

coronaviruses or diseases (including as a result of the emergence of new coronaviruses or diseases), Ebola virus disease, H1N1 flu, H7N9 flu, H5N1 flu (and other types or subtypes of influenza viruses), Severe Acute Respiratory Syndrome, or SARS, or other epidemics, pandemics, outbreaks of disease or public health issues. Such events could severely and materially affect the global economy, global equity markets and supply chains (including as a result of quarantines, shelter-in-place orders, social-distancing measures and other government-directed or mandated measures or actions to stop or slow the spread of a disease), which could adversely affect and materially impact the Funds and our respective businesses and service providers and their investments. The impact of a health crisis, epidemic, pandemic or outbreak of disease that may arise in the future depends on the duration and spread of the outbreak, the severity, the actions to contain, slow down or halt the spread of the virus or treat its impact, the success of the development and implementation of vaccines, and how quickly and to what extent normal or semi-normal economic and operating conditions can resume, which could affect the global economy in ways that cannot necessarily be foreseen at the present time. A health crisis may exacerbate other pre-existing political, social and economic risks. Any such impact could adversely affect a Fund’s performance or the performance, profitability, success or businesses of a Fund’s investments and the underlying real estate projects resulting in losses to investors. Terrorist Attacks, War and Natural Disasters. Terrorist activities, anti-terrorist efforts, armed conflicts involving the United States or its interests abroad, wars and natural disasters may adversely affect the United States, its financial markets and global economies and markets and could prevent the Funds and their investments from meeting their respective investment objectives and other obligations. The potential for future terrorist attacks, the national and international response to terrorist attacks, other acts of war or hostility and recent natural disasters have created many economic and political uncertainties in the past and may do so in the future, which may adversely affect the United States and world financial markets and Funds for the short or long-term in ways that cannot presently be predicted. In February 2022, armed conflict escalated between Russia and Ukraine and Russia invaded Ukraine. In response to Russia’s invasion of Ukraine, the United States, the European Union and various other countries have announced, and continue to announce and expand, sanctions against or targeting Russia and various important Russian people and companies. These sanctions currently include, among others, restrictions or bans on selling or importing goods, services or technology in or from Russia, bans on Russian energy imports, and travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia. The U.S. and other countries could impose wider or more significant sanctions and take other actions against Russia, or its interests should the conflict further escalate or deteriorate. The Ukraine-Russian conflict has led to, and may continue to lead to, significant political, geopolitical, economic and market turmoil and volatility, including dramatic increases in oil and gas prices and further supply chain disruptions. It is not possible to predict the broader consequences of this conflict, or the sanctions imposed or applied as a result thereof, which could include further sanctions, embargoes, regional instability, geopolitical shifts, conflicts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets, all of which could impact a Fund’s or investment’s business, financial condition and results of operations. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future.

Geopolitical Risks and Force Majeure. An unstable geopolitical climate and continued threats of terrorism could have a material effect on general economic conditions, market conditions and market liquidity. For example, the election of any one of certain individuals as U.S. President may increase volatility in the market or alter the regulation of the private equity industry as a whole. In addition, the United States and governments globally have seen a rise in populist and nationalist tendencies, with political parties espousing such themes gaining strength in local and national elections. The continued threat of terrorism and the impact of military or other action have led to and will likely lead to increased volatility in prices for oil and gasoline and could affect certain investments financial results. Further, the United States government has issued public warnings indicating that energy assets might be specific targets of terrorist organizations. As a result of such a terrorist attack or of terrorist activities in general, such investments may not be able to obtain insurance coverage and other endorsements at commercially reasonable prices or at all. Additionally, the Funds or investments may be affected by force majeure events such as events beyond the control of the party claiming the event has occurred, including, without limitation, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, and labor strikes. Some force majeure events may adversely affect the ability of a party, including the Funds, any subsidiaries or investment entities utilized by a Fund or counterparties to the Funds or any related investment entities to perform their obligations until they are able to remedy the force majeure event. In certain circumstances, a Fund or an investment entity may be a party to a contract which does not provide a remedy in favor of such Fund or investment entity if a force majeure event occurs. In this event, a Fund or an investment entity may be required to continue to comply with its obligations (including, but not limited to, payment or performance of its obligations) under the contract even though it may not receive some or all of the benefits to which it is entitled under such contract. Such a circumstance may cause a Fund or such investment entity to suffer economic loss, and such loss may be exaggerated if a force majeure event subsists for an extended period of time. In addition, the cost to an investment or a Fund of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events such as an outbreak of an infectious disease could have broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Funds have invested. A resulting negative impact on economic fundamentals and consumer confidence may increase the risk of default with respect to particular investments of the Funds, negatively impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, each of which could have an adverse effect on the performance of the investments, the Funds’ returns and the ability of the Funds to make and/or dispose of investments. No assurance can be given as to the effect of these events on the value of, or markets for, investments, or a Fund’s or an investment’s ability to recover therefrom. Governmental Intervention. In 2008, the global financial markets underwent disruptions that led to certain significant governmental intervention. The COVID-19 global pandemic also led to substantial governmental intervention (both in the United States and abroad), including massive stimulus programs and legislation. Such intervention, in certain cases, has been or may be implemented on an “emergency” or unprecedented basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions are typically unclear in scope and application, resulting in confusion and uncertainty which in itself can be materially

detrimental to the efficient functioning of the markets as well as previously successful investment strategies. When governmental intervention programs are unwound, there can likewise be uncertainty and adverse effects on the markets. In the case of any future market disruptions, it is impossible to predict what interim or permanent governmental restrictions (or easing of restrictions) may be imposed on the markets or the effect of such restrictions on the Funds’ investment strategies. Changes in Government Policy. Changes in government policy, including monetary, fiscal, tax, trade, inflation, exchange and regulatory policies, among many others, have had and will continue to have a significant effect on the economy, financial markets and our investment strategies. Any such changes could be difficult or impossible to anticipate and could have significant unanticipated or unintended consequences. In addition, changes in policy implemented or threatened by one government often lead to changes in policy by other governments, which have their own significant consequences. As just one example, tariffs imposed by the U.S. government on imports from Canada, China and countries in the European Union have led to the imposition or threat of tariffs by other countries on imports from the U.S., and a similar dynamic has occurred in connection with other changes in trade policy implemented or threatened by various governments. Any of the foregoing could result in a material adverse effect on the Funds or advisory services to the Funds. Inflation Risk. The rate of inflation has increased significantly in recent months and there is some concern that the rate of inflation may continue to increase or stay elevated for the foreseeable future. Inflation and rapid fluctuations in inflation rates have recently and in the past led to (and may in the future lead to) negative effects on economies and financial markets. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, governments 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. For example, there may be instances where certain revenues related to such Fund investments may be fixed by contract for meaningful periods of time whereas related expenses may not be. As a result, an unexpected risk in the rate of inflation could have a material and adverse impact on the Funds and their investments. General Economic and Market Conditions. Changes in general global, regional and U.S. economic and geopolitical conditions and national and international political circumstances and developments and other circumstances (including wars, epidemics and pandemics, terrorist acts, security operations and natural disasters), as well as changes in government policy precipitated by the foregoing, may affect our and the Funds’ activities. For example, the ongoing conflict between Russia and Ukraine could destabilize the worldwide economy and equity markets in various respects. Interest rates, general levels of economic activity, the price of securities and participation by other investors in the financial markets may affect the value and number of investments made by the Funds or considered for prospective investment. Material changes and fluctuations in the economic environment, particularly of the type experienced since 2008 that caused significant dislocations, illiquidity and volatility in the wider global economy, and the market changes that resulted from the COVID-19 global pandemic, may affect the Funds’ ability to make investments and the value of investments held by the Funds or the Funds’ ability to dispose of investments. The short-term and the longerterm impact of these events are uncertain, but they could continue to have a material effect on general economic conditions, consumer and business confidence and market liquidity. Any economic downturn resulting from a recurrence of such marketplace events and/or continued volatility in the financial markets could adversely affect the financial resources of entities

owned by the Funds. Additionally, during, and following, the U.S. presidential elections in 2016, 2020 and 2024, there has been discussion and dialogue regarding potential significant changes to U.S. trade policies, legislation and treaties, as well as trade policies and tariffs affecting Canada, China, the European Union and other countries. Tariffs and other trade restrictions recently imposed by the U.S. government and any further similar changes in U.S. trade policy have triggered some, and could trigger additional, retaliatory actions by affected countries, possibly resulting in “trade wars.” The impact of subsequent or anticipated further changes by the current administration are unclear at this point. At this time, it is unknown whether and to what extent new legislation will be passed into law, pending or new regulatory proposals will be adopted, international trade agreements will be negotiated, or the effect that any such action would have, either positively or negatively, on the Funds or their investments. Investments can be expected to be sensitive to the performance of the overall economy. Moreover, a serious pandemic, natural disaster, armed conflict, threats of terrorism, terrorist attacks, global pandemics or outbreaks of disease and the impact of military or other action could severely disrupt global, national and/or regional economies. A resulting negative impact on economic fundamentals and consumer and business confidence may negatively impact market value, increase market volatility and reduce liquidity, all or any of which could have an adverse effect on the performance of the Funds’ investments, the Funds’ returns and the Funds’ ability to make and/or dispose of investments. No assurance can be given as to the effect of these events on the Funds or their investment objectives. Global economic and market conditions have recently been materially adversely affected by the ongoing conflict between Russia and Ukraine. Failure of Counterparties to Perform Obligations. In its ordinary course of business, the Adviser relies on various counterparties, which include, but is not limited to, brokers, dealers, banks, custodians, and administrators (“Counterparties”). These Counterparties, with which the Adviser does business and on behalf of a Fund, may, from time to time, default on their obligations with or without notice. Such defaults include, but are not limited to, a Counterparty’s bankruptcy, insolvency, or other failure. A Counterparty’s default on their obligations may impact the Adviser’s or the Fund’s ability to conduct its business in the ordinary course. There is a risk of loss of assets on deposit at the Counterparty. Although government agencies or other organizations provide insurance coverage to depositors in the event of a Counterparty failure, coverage is limited to a specified amount and subject to rules and regulations. Prior events where a government agency or other organization stepped in to make depositors whole over their excess deposits at select Counterparties, which may or may not have a current or prior relationship with the Adviser or the Fund, should not be construed as a guarantee that such action will be taken in the future. There is no guarantee that any excess deposits are recoverable. In the event of a Counterparty’s default, the Adviser will work diligently to access its capital and take actions it deems appropriate while acting in the best interest of the Fund. However, the Adviser’s access to capital is subject to a variety of external factors that are outside of the Adviser’s control, including the timing of default, a government agency’s or other organization’s actions, including the timing of the Counterparty’s closure, ability to liquidate the Counterparty’s assets, or to effect the Counterparty’s sale or dissolution, unforeseeable economic factors or market conditions, and the Counterparty’s technology infrastructure operating as intended to facilitate access. Furthermore, the Adviser’s ability to access capital may have an impact on the Adviser’s and the Fund’s ability to conduct operations in the normal course including, but not limited to paying expenses, funding investment opportunities resulting in delayed or missed opportunities, and calling capital from or making distributions to limited partners. Deposits concentrated at one or a limited number of Counterparties may amplify these risks.

Certain Risks Related to the Food and Agribusiness Industries. Food Safety Mishaps. Companies that manufacture food products face the risk of introducing products into the food chain that create safety issues for consumers, including the risk of food-borne illness and food contamination (including allergen cross contamination). While we place a high priority on food safety and intend to dedicate substantial resources and provide training to ensure the safety and quality of food manufactured by any portfolio company in the food manufacturing business, these risks cannot be completely eliminated. Additionally, any food manufacturer relies on its network of suppliers to properly handle, store and transport ingredients. Any failure by a direct or indirect supplier to a portfolio company to deliver safe and properly labeled ingredients could be difficult to detect and put the safety of the food manufactured by a portfolio company in jeopardy. Adverse publicity or news reports, regardless of accuracy, regarding food quality or safety issues, illness, injury, recalls, health concerns, government or industry findings concerning food products manufactured by a portfolio company, or in the specific industry segment in which the portfolio company operates, or even generally in the food supply chain, could be damaging to that portfolio company and specifically harm the portfolio company’s brand and reputation, which in turn could materially adversely affect financial performance. If any portfolio company food product becomes the subject of a product recall or market withdrawal, whether voluntary or involuntary, the costs to conduct such recall or market withdrawal could be significant and sales may be reduced, temporarily or permanently, which could materially adversely affect financial performance. Any adverse food safety event could result in not only product withdrawals or recalls, but also regulatory and other investigations, and/or criminal fines and penalties, any of which could materially disrupt operations, increase costs, require interactions and filings with regulatory agencies that may divert resources and assets, and result in potential civil fines and penalties as well as other legal action, which could materially adversely affect financial performance. Consumer Trends. Manufacturers of food products face many risks associated with quickly changing consumer preferences. Consumers tend to want greater and greater convenience, ease of preparation and variety, and higher quality. Meeting rapidly changing consumer preferences requires a commitment to market research and product development, which often requires a sizable investment and involves a high degree of estimation. If a portfolio company is not able to meet consumer demand, or if the portfolio company invests in products that are not preferred by consumers, its products could become obsolete or irrelevant, which would have a material adverse effect on financial performance. Difficulty Finding Employees. Many jobs in food manufacturing or production operations tend to be minimum wage jobs with less-than-ideal working conditions, such as hot or cold work environments and physically taxing or highly repetitive manual tasks. Generally, when unemployment rates are low, it is difficult for companies in the food manufacturing or production industries to find suitable workers, and often it is necessary to raise the offered wage to find a sufficient number of qualified workers, or to reduce the number of operating shifts, which can have an adverse effect on financial results. Any portfolio company in the food manufacturing or production industry could face this type of costly and unanticipated labor shortage.

Challenges with Perishable Foods. Portfolio companies that produce perishable products often face high costs of distribution, especially when the products are refrigerated. Spikes in distribution costs are difficult to predict and can result in reduced profitability. Weather and Pest Related Risks; Pandemic Risks. Weather events, including droughts, floods and freezes, are top risks for the agribusiness industry. Production risks also result from damage due to pests and crop disease, and from failure of equipment and machinery such as irrigation pumps. In particular, the agribusiness industry was materially adversely affected by the COVID-19 global pandemic and issues relating thereto, including issues relating to the transmission of COVID-19 between and among industry employees and plant and facility closures in connection therewith. The recurrence of a pandemic similar to that of COVID-19, or any other pandemics, epidemics, outbreaks of disease and/or other public health issues (including government orders and actions designed to slow or stop the transmission of disease and actions relating thereto), would be likely to materially adversely affect portfolio companies within the agribusiness sector. Any portfolio company operating in the agribusiness sector is subject to encountering one or more of these adverse events, any of which could have a material adverse effect on financial results. THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE DESCRIPTION OF ALL OF THE RISKS ASSOCIATED WITH (OR THAT MAY BE ASSOCIATED WITH OR APPLICABLE TO) THE FUNDS’ OR THE ADVISER’S INVESTMENT STRATEGIES OR THAT ARE APPLICABLE TO THE FUNDS OR INVESTORS. INVESTORS SHOULD CAREFULLY REVIEW THIS BROCHURE AND THE APPLICABLE GOVERNING DOCUMENTS IN THEIR ENTIRETY BEFORE MAKING ANY INVESTMENT DECISIONS. C. We do not recommend primarily a particular type of security.

Each General Partner serves as the general partner of at least one of the Funds, and in some instances, more than one of the Funds. The General Partners are affiliated and under common control with the Adviser and operate a single advisory business with the Adviser. Any and all investment advisory services or advice with respect to the Funds are provided by, and subject to the supervision, oversight and control of, the Adviser. Portfolio Company Relationships and Conflicts. Certain officers, members, employees and/or affiliates of the Adviser serve (and may in the future serve) as directors, officers or committee members of certain portfolio companies of the Funds (or in similar or other capacities or roles with respect to such portfolio companies or affiliates thereof). Such persons could face conflicts of interest between discharging their duties as directors, officers or committee members, as the case may be, of such companies and acting in the best interest of the applicable Funds. Moreover, certain of the Adviser’s affiliates or agents also may serve as directors of public companies and their activities on behalf of those other companies may present actual and/or potential conflicts of interest (including conflicting fiduciary duties). The Adviser and its affiliates receive and may receive compensation and fees from companies (or third parties) in their capacities as directors, officers or committee members (or in connection with providing services to such companies or affiliates thereof) and, except as otherwise set forth in the applicable Governing Documents, this compensation generally will not be shared with the Fund or any investors (or may be retained by such persons in lieu of a Management Fee). Our affiliates and employees provide and may in the future provide services to enterprises that compete with portfolio companies for customers, suppliers, management or financial resources or in other respects. In addition, our affiliates and employees may assist other enterprises in obtaining capital and in acquisitions and dispositions of businesses, which may conflict with the interests of portfolio companies. Family Office. The Adviser is affiliated and shares office space, service providers and certain employees or personnel with Hicks Holdings, LLC, a family office established to manage the wealth and direct the investments of, and provide various other services to, the Principal’s family and affiliated entities. The activities of Hicks Holdings, LLC may present certain actual or potential conflicts of interest with the activities of the Adviser. Moreover, employees and personnel of the Adviser who also perform services for or engage in activities with respect to Hicks Holdings, LLC face conflicts of interest in allocating time, services and functions between Hicks Holdings, LLC (and its affiliates) and the Adviser’s investment advisory and other services and activities on behalf of the Funds.

D. The Adviser does not recommend or select other investment advisers for the Funds.

The Adviser prohibits (among other things) i) personal trading on certain securities or instruments; ii) requires pre-clearance of personal trades in certain circumstances, including purchases of an IPO or a new private placement; iii) requires periodic reporting of staff’s personal securities transactions and holdings; and iv) requires prompt internal reporting of Code violations. The Adviser has established procedures designed to prevent or detect the abuse of material, non-public information, which includes procedures for, among other things, the use and maintenance of restricted trading lists. Firm personnel are required to certify as to their compliance with the Code on at least an annual basis. Persons who violate the Code may be subject to remedial actions or measures, including, without limitation, profit disgorgement, fines, censure, suspension or dismissal. The Adviser will provide a copy of the Code to any investor or prospective investor upon request. B. As disclosed in this Brochure, affiliates of the Adviser serve as the General Partners of the Funds, and interests in such Funds are offered, issued and sold to prospective investors. From time to time, General Partners of the Funds may also solicit additional voluntary capital contributions to the Funds from existing and prospective new limited partners of the Funds. The General Partners’ relationships with the Funds, including their carried interests therein, are disclosed prominently to all prospective limited partners in the Funds prior to their investments. Whenever additional capital contributions to the Funds are solicited, the General Partners of the Funds provide existing limited partners with the opportunity to participate in such contributions in amounts that are proportionate to their respective interests in the applicable Funds. The Adviser, the General Partners and affiliates and agents thereof from time to time may cause a Fund to enter into transactions, arrangements or agreements or make investments that involve actual or potential conflicts of interest (including, without limitation, related party transactions and/or investments in which the Adviser or an affiliate thereof have a financial, economic or other interest). Among other things, (i) affiliates of the Adviser may make loans to a Fund in order to fund or pay fund expenses or other costs or amounts (provided that the terms of such loans are fair to the Fund and no less favorable to the Fund than would be obtained on arm’s length basis), (ii) affiliates of the Adviser may contribute or sell or transfer assets or investments to a Fund in exchange for an interest in such Fund, cash or a combination thereof, and (iii) the General Partners engage the Adviser, their affiliate, to provide or perform investment advisory and other services with respect to the Funds. In general, the Adviser or the applicable General Partner will attempt to disclose the material terms of any such transaction,

arrangement or agreement to the investors in the Governing Documents of a Fund and obtain the explicit approval and consent of each investor to such transaction in connection with its investment in the Fund. To the extent that a material conflict of interest arises after the closing of a Fund, the applicable General Partner typically has the authority pursuant to the Governing Documents to resolve such conflict of interest, considering in each case the relative interest of each party, including its own interest, to such conflict or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices and other principles. C. The Principal and other members of the management team of the Adviser have made (or may make) significant or material investments in the Funds. Such amounts may be invested pro rata with the limited partners of each Fund in all applicable Fund portfolio investments. Generally, neither the Principal nor any other members of the management team of the Adviser co-invest in portfolio investments other than through the Funds. D. The Adviser may offer co-investment opportunities to one or more persons (including all or certain investors) in its sole discretion. The Adviser is not expected to offer co-investment opportunities with respect to all client investments and may offer or allocate any such opportunities in its sole discretion, including for example, on the basis of size of investor commitments to the Funds. In making such allocation decisions, the applicable General Partner generally is entitled to consider any interests and factors as it desires, including placing its own interests ahead of the interests of any other person. The allocation of co-investment opportunities will in many or all cases involve a benefit to the Adviser and its affiliates including, without limitation, the receipt of fees or allocation of carried interest from the coinvestment opportunity (or a person related thereto), and capital commitments to the Funds. The Adviser may or may not charge management fees, one-time funding fees and/or carried interest in respect of co-investments, as it determines in its sole discretion. While the Adviser generally expects that co-investment vehicles that invest alongside one or more of the Funds will be allocated or otherwise will bear their allocable share of applicable expenses, there may be situations or circumstances where such vehicles or co-investors (or proposed co-investors) will not or may not bear or share in any or all their applicable share of applicable expenses. Investing in a Fund may not give investors rights, entitlements or priority to co-investment opportunities. The Adviser, the Funds, the General Partners, Hicks Holdings, LLC and/or one or more affiliates thereof could, subject to the limitations in the applicable Governing Documents, acquire an investment as principal and subsequently sell some or all of it to a Fund, other clients, vehicles or ventures managed or sponsored by the Adviser or an affiliate, or coinvestors in an affiliate or related party transaction. Similarly, subject to the limitations and terms set forth in the applicable Governing Documents, a Fund or other client will, in certain circumstances, acquire an investment and subsequently syndicate, or sell some or all of it, to the Adviser, Hicks Holdings, LLC, the General Partners, other clients or related persons of the Adviser, co-investors, joint venture partners or affiliates or related parties of the foregoing or other third parties. The Adviser may cause these transfers to be made at cost, or cost plus an interest rate or carrying cost charged from the time of acquisition to the time of transfer, notwithstanding that the fair market value of any such investments may have declined below or increased above cost from the date of acquisition to the time of such transfer. The Adviser may also determine another methodology for pricing these transfers, including fair market value at the time of transfer. Also, the Adviser will, in certain circumstances, charge fees on these transfers to either or both of the parties to them. The Adviser or its affiliates will from time to time be permitted to retain any portion of an investment initially acquired by them with a view to syndication to co-investors or other potential purchasers to the extent such portion

has not been syndicated after reasonable efforts to do so. Conflicts of interest are expected to arise in connection with these affiliate transactions, including with respect to timing, structuring, pricing and other terms. More specifically, a Fund could initially acquire all or a portion of certain investments (including through borrowings on a subscription-based credit facility or from the Adviser, Hicks Holdings, LLC or an affiliate thereof) intended as co-investments and syndicate all or a portion of such co-investments to one or more co-investors. The value of an investment during such period could increase by a greater amount, but a Fund will not receive the full benefit of such increase. The Adviser will have conflicting duties to a Fund and other vehicles, or ventures sponsored or managed by the Adviser or an affiliate when a Fund sells assets to such other vehicles or ventures, including as a result of different financial incentives the Adviser and its affiliates may have with respect to a Fund and such other vehicles or ventures. There can be no assurance that any assets sold by a Fund to any other venture or vehicle or account managed or sponsored by the Adviser or an affiliate thereof will not be valued or allocated a sale price that is lower than might otherwise have been the case if such asset were sold to a third party rather than an entity or vehicle affiliated with the Adviser or Hicks Holdings, LLC. The Adviser will not be required to solicit or obtain third-party bids prior to causing a Fund or other vehicle managed by the Adviser or an affiliate to sell an asset to other Funds or vehicles, ventures or entities managed or sponsored by the Adviser and/or its affiliates. A Fund and its portfolio companies (or affiliates thereof) may purchase assets from or sell assets to investors, portfolio companies of other vehicles, funds, ventures or companies managed or sponsored by the Adviser, their respective affiliates or their respective related parties. Purchases and sales of assets between a Fund or its portfolio companies, on the one hand, and investors, portfolio companies of other Funds or ventures or vehicles managed or sponsored by affiliates of the Adviser or their respective related parties, on the other hand, are not generally subject to the approval or consent of any investor in a Fund. These transactions involve conflicts of interest, as the Adviser or an affiliate may receive fees and other benefits, directly or indirectly, from or otherwise have interests in both parties to any such transaction.

If the Adviser or a General Partner determines to engage a broker, the Adviser will select the broker considering the range and quality of its brokerage services, its execution capability, commission rate, financial responsibility, responsiveness, and the value of research provided, if any. B. In order to minimize execution costs and obtain best execution for all Funds, the Adviser or an affiliate may aggregate orders for multiple Funds, as long as aggregating would be in the best interests of each participating Fund. The Adviser does not currently have or enter into any soft dollar arrangements or investor referrals from broker-dealers in connection with Fund transactions.

With respect to accounting matters, the Adviser has engaged an independent public accounting firm to conduct an annual audit of each of the Funds. B. Please see response to Item 13.A., above. C. Annually, each Fund will furnish or provide all limited partners with (or otherwise make available to) (i) audited financial statements prepared in accordance with U.S. generally accepted accounting principles, accompanied by the report of its independent certified public accountants, and (ii) tax information necessary for the completion of tax returns. These statements and information generally are provided to investors within 120 days after the end of each fiscal year of a Fund (or as soon as reasonably practicable thereafter). The Adviser may also provide other reports and statements to investors on a periodic basis. All such statements and reports are written. The Adviser or an affiliate generally will provide information that certain investors in the Funds may request from time to time, including additional information relating to the Funds and their portfolio companies, to the extent such information is readily available or may be obtained without unreasonable effort or expense. Investors that request or receive such information will consequently possess information regarding the business and affairs of the Funds and their portfolio companies that may not be known to other investors. As a result, certain investors can be expected to be able to take actions or make decisions on the basis of such information which, in the absence of such information, other investors do not take or make, and any such actions or determinations could have a material adverse effect or adverse impact on the Funds or the portfolio companies.

The Adviser and affiliates thereof have entered into, and may in the future enter into, agreements or arrangements with unaffiliated placement agents, marketers, financial advisors, investment banks, broker dealers and other similar entities to solicit and refer prospective eligible investors to the Funds, the Adviser or affiliates thereof (or to otherwise introduce the Adviser and its affiliates to prospective investors and capital providers). In consideration of the performance of these services, such placement agents, broker-dealers or other companies receive or may receive various forms of commissions, fees and other compensation from the Adviser or an affiliate thereof including, without limitation, (i) a percentage of the management fee and/or carried interests otherwise payable or allocable to the Adviser, a General Partner or any affiliate thereof by referred investors, (ii) a percentage of an investor’s commitment amount, (iii) a flat fee or retainer payment (including monthly or periodic retainer payments). A prospective investor solicited or marketed by a third-party placement agent engaged by the Adviser or an affiliate thereof will be informed of (and may be asked to acknowledge in writing its understanding of) any such arrangement. All fees or compensation in connection with such placement agent or solicitation or marketing activities or services will ultimately be borne by the Adviser or an affiliate thereof, and none of the investors in the Funds will be subject to any increased, or additional fees or charges (unless otherwise determined by the Adviser with the consent of any particular investor). Third-party placement agents in the United States generally will be registered as broker-dealers with the SEC (to the extent that they are compensated by the Adviser or an affiliate for referring or soliciting prospective investors in one or more of the Funds).

generally accepted accounting principles) generally are provided to each investor in the Funds within 120 calendar days after the end of each fiscal year (or as soon as reasonably practicable thereafter). The names of the custodians currently engaged or retained with respect to each Fund are set forth in Section 7.B of Schedule D of Part 1A of the Adviser’s Form ADV.

In general, proxy proposals, amendments, consents and/or resolutions generally are required to be voted in a manner that serves the best interests of the applicable Fund, as determined in the discretion of the Adviser or the applicable General Partner. The Adviser generally will attempt to identify actual or potential conflicts of interest that could compromise or be deemed to compromise the independence of the voting decisions when voting proxies on behalf of a Fund. In the event that a material conflict of interest is identified, the Adviser generally will attempt to resolve, mitigate or disclose such conflict (to the extent practicable) before voting any proxy. To address or resolve a potential material conflict, the Adviser generally will follow the procedures outlined in its proxy voting policy. In some instances, the Adviser may determine that it is in a Fund’s best interest for the Adviser to “abstain” from voting or not to vote at all and will do so accordingly. Investors generally may not direct or otherwise influence votes with respect to any particular proxy solicitation. Proxy voting reports, identifying how proxies were voted in the past and the Adviser’s proxy voting policy, are available upon written request to the Adviser at the address set forth on the cover page to this Brochure.

Except as set forth in the applicable Governing Documents, the Adviser’s privacy policies and procedures or as otherwise authorized by each investor, non-public, personal information about investors is disclosed only as permitted by applicable law to our affiliates and service providers, including our accountants, attorneys, brokers, custodians, transfer agents and any other parties whose services are necessary or convenient to the services we provide.