Gi Partners: investment adviser

Each General Partner is subject to the Investment Advisers Act of 1940, as amended (the “Advisers Act”) pursuant to the Adviser’s registration in accordance with SEC guidance. This brochure also describes the business practices of the General Partners, which operate as a single advisory business together with the Adviser. The Adviser provides investment advisory services to commingled investment vehicles (each, a “Fund”, and collectively with any similar investment vehicles formed in the future, the “Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). Certain Funds primarily make long-term, equity-related investments in private companies in the healthcare, services, software, and data infrastructure sectors, including, but not limited to, leveraged buyout acquisitions and recapitalizations, and investments in debt instruments in middle-market operating companies primarily in North America. Certain other Funds primarily make equity-related investments in real estate primarily located in North America (including data center, life science, and other commercial real estate serving the technology and life science industries). The Adviser also provides investment advisory services to (a) a single unaffiliated investor which makes primarily long-term real estate related securities investments in North America (the “RE Separate Account Client”), (b) one or more certain other private funds, each of which is formed with a single unaffiliated investor for the purpose of making private equity or data infrastructure coinvestments alongside one or more of the Funds, as applicable (the “Programmatic Co-Invest Clients”), and (c) a private fund which was formed with a limited number of unaffiliated investors for the purpose of making real estate co-investments alongside a Fund (the “RE Co-Invest Client,” and, together with the RE Separate Account Client and the Programmatic Co-Invest Clients, the “Non-Fund Clients”). The Funds and the Non-Fund Clients are referred to together as the “Clients.” The Adviser’s advisory services consist of investigating, identifying, and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Clients, managing and monitoring the performance of such investments, and disposing of such investments. With respect to the RE Separate Account Client, such services are provided on a non-discretionary basis. The Adviser typically serves as the investment adviser, the subadviser, and/or provides employees to the General Partners in order to provide such services. The Adviser provides investment advisory services to the Clients in accordance with the governing document of such Client and/or separate investment and advisory, subadvisory, investment management, or management agreements (each, an “Advisory Agreement”).

Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable General Partner, and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Advisory Agreements with the Funds and/or governing documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the governing documents of the applicable Fund, the Advisory Agreements, and/or side letter agreements negotiated with individual investors in the applicable Fund (such documents collectively, a “Fund’s Organizational Documents”). Certain investors in a Fund have opt-out rights with respect to certain investments. In addition, investors in certain Funds have redemption rights, subject to certain requirements, as set forth in the applicable Fund’s Organizational Documents. The terms of the advisory services (including discretionary and non-discretionary investment advisory services) provided by the Adviser to Non-Fund Clients, including any restrictions on investments in certain types of securities, are the result of negotiations between the Adviser and such Non-Fund Client (or its unaffiliated investor(s)) and are set forth in the governing documents of such Non-Fund Client, the Advisory Agreements, and/or side letter agreements negotiated with such Non-Fund Client (such documents, together with the Funds’ Organizational Documents, the “Organizational Documents”). The principal owners of GI Manager L.P. are listed in Schedule A of the Adviser’s Form ADV Part 1A. The Adviser has been in business since 2005 and its predecessor companies have been in business since 2001. As of December 31, 2025, the Adviser managed a total of $35,738,096,082 of client assets, $20,798,887,636 of which was managed on a discretionary basis and $14,939,208,446 of which was managed on a non-discretionary basis.

Additionally, consistent with the Organizational Documents of a Client, such Client typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to the Client and/or the portfolio investments. Further details about certain common fees and expenses are set forth below. Advisory Fees and Other Fees Payable by Clients As compensation for investment advisory services rendered to certain Clients, the Adviser receives from each such Client, directly or indirectly, an advisory fee (each, an “Advisory Fee”). Advisory Fees are typically calculated based on the committed capital, remaining invested capital, or net asset value of the applicable Client, as described in more detail herein and in the Organizational Documents. Advisory Fees paid by a Client are indirectly borne by investors in such Client. As is generally the case in private equity funds, certain Fund Organizational Documents provide

that such Fund’s Advisory Fees will be calculated and charged on a basis that generally is not tied to such Fund’s then-current net asset value and are instead calculated based on a formula that varies over the life of such Fund. Such Fund’s Organizational Documents generally provide that, from the effective date of the relevant Fund until a date specified in such Fund’s Organizational Documents (the “Stepdown Date”), Advisory Fees will be charged based on a formula tied to the amount of the relevant Fund’s aggregate capital commitments. Following the Stepdown Date, Advisory Fees generally will be charged and calculated based on a formula tied to the amount of investment contributions (including, where applicable, a Fund borrowing component (e.g., bridge financing contributions), including the amount of any capitalized Transaction Fees (as defined below) or expenses) made (or in certain Fund Organizational Documents, committed, allocated or reserved to be made) by the relevant Fund relating to such Fund’s aggregate investment(s) in its portfolio investments that have not been realized or permanently written down (such investments, “Impaired Value Investments”). Due to differences set forth in their respective Organizational Documents, where more than one Fund participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Fund’s Organizational Documents but not those of one or more other Funds. Under certain Funds’ Organizational Documents, where the fair market value of a Fund’s aggregate investment in a portfolio investment exceeds the total amount of investment contributions relating to such investment, post-Stepdown Date Advisory Fees will not be calculated based upon such appreciated value, and will instead continue to be calculated based on the amount of applicable investment contributions. The Organizational Documents do not require Advisory Fees to be reduced or refunded following the occurrence of a writedown, decrease (including a significant decrease) in fair value, or other event not constituting a complete realization, such as a partial sale or disposition, reorganization, recapitalization (including recapitalization involving dividends), rollover investment in connection with a sale, or dividend distribution, except in the case where the Fund’s aggregate investment(s) in a portfolio investment meet the relevant Impaired Value Investment standard under the applicable Organizational Documents. Following the Stepdown Date if the fair market value of an Impaired Value Investment is less than the total amount of investment contributions relating to such Impaired Value Investment, then the amount of Advisory Fees otherwise payable relating to such Impaired Value Investment generally will be reduced solely to the extent that the fair market value of the aggregate investment following such event is less than the total amount of investment contributions relating to such investment, except as otherwise provided in the Organizational Documents. As a result, the amount of Advisory Fees for such Funds described above generally will not correspond with fluctuations in the net asset value of individual investments, aggregate investments in a portfolio investment, or of a Fund, including following the investment period, and will not be reduced in connection with any write downs (whether temporary or permanent), except in the case of Impaired Value Investments. Except as described in this paragraph, or where the Organizational Documents expressly provide to the contrary, Advisory Fees will not be reduced (in whole or in part) in the case of partial distributions or reorganizations, restructurings, roll-over investments, extraordinary dividends, or similar transactions, in each case in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such portfolio investment has been reduced (including substantially reduced) as a result of such transaction.

In many circumstances, the post-Stepdown Date Advisory Fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees (such as Transaction Fees) and expenses paid to third parties including, but not limited to, suppliers, vendors, consultants, lenders, law firms (including Fund or transaction counsel), investment bankers, real estate brokers, Operations Support Providers (as defined herein), transaction service providers and their respective affiliates, personnel, and related investment vehicles (together, “Service Providers”), the Adviser, or its affiliates. Further, Advisory Fees generally will not be reimbursed or refunded under a Fund’s Organizational Documents in the event of realizations, dispositions or partial write-downs that occur partway through the relevant calculation period. A Fund’s Organizational Documents set forth the full list of terms under which Advisory Fees will be reduced, offset, or otherwise limited, and consequently investors should expect to bear the full specified Advisory Fee rate in a Fund’s Organizational Documents until they are reduced in the circumstances and on the date(s) specified therein. Advisory Fees in respect of the Clients vary by Client and are governed in accordance with the terms of the Organizational Documents of such Client, which are provided to such Client’s investors. With respect to certain Funds, Advisory Fees are payable quarterly in advance, while in respect of other Funds, Advisory Fees are payable quarterly in arrears. Upon termination of an Advisory Agreement or other advisory arrangements, Advisory Fees that have been prepaid are generally returned on a prorated basis. As a general matter, Advisory Fees will be payable during term extensions unless otherwise agreed with investors in the relevant Client. The Adviser also receives Advisory Fees and other performance-based remuneration from openended Clients (the “Open-Ended Clients”). These Advisory Fees are governed in accordance with the relevant Organizational Documents and are based on an investor’s share of such Open-Ended Client’s net asset value. Each investor’s share of the Advisory Fee is based on such investor’s commitment to the Open-Ended Client, which is permitted to be aggregated based on such investor’s affiliates’ commitments, if any. The precise amount of, and the manner and calculation of, the Advisory Fees for each Client are established by the Adviser in negotiation with investors in the applicable Client and are set forth in such Client’s Organizational Documents and/or other documentation received by each investor prior to investment in such Client. The Advisory Fees described above are generally subject to waiver, modification, or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which generally are not required to be disclosed to other investors in the same Client. The Advisory Fee structures described above are permitted to be modified in accordance with a Client’s Organizational Documents. Advisory fees differ from one Client to another, as well as among investors in the same Client. Such differences can arise from the size of investor commitments to a Client, the pro rata portion of such investor’s invested capital in the Client, the investor’s pro rata portion of the Client’s net asset value, different investor classes, provisions of side letter agreements, or other negotiated terms, as applicable to each Client. The Advisory Fees paid by a Fund or the RE Co-Invest Client are generally reduced by a percentage of (1) in certain Funds with respect to certain investors, the amount of fees paid by such Fund to entities or persons acting as a placement agent (but not any expense reimbursement made to any

such placement agent) in connection with the offer and sale of interests in such Fund to certain potential investors, (2) in certain Funds and the RE Co-Invest Client, costs incurred by the Adviser in connection with the organization of such Client that exceed a limit specified in such Client’s Organizational Documents, and (3) in certain Funds, if applicable, Transaction Fees received by the Adviser. In addition, as per the provisions of the various Advisory Agreements, the Adviser reserves the right from time to time to waive, defer, or reduce all or a portion of the Advisory Fee payable by a Client in full or partial satisfaction of any obligation of the Adviser and certain employees and affiliates of the Adviser to invest in and alongside such Client, which could result in acceleration of investor capital contributions. Waived, deferred, or reduced Advisory Fees are not typically subject to the various offsets or reductions described herein. Due to waived, deferred, or reduced Advisory Fees and/or the timing of receipt of fees subject to offsets, investors could receive less than the full benefit of reductions or offsets. In addition, the Adviser receives incentive fees from certain Clients in the event certain milestones are achieved. The manner and calculation of such incentive fees are described in such Client’s Organizational Documents. Transaction Fees Fees Payable by Portfolio Investments The Adviser and its affiliates, from time to time, perform management, advisory, transaction related, financial advisory, board director, and other services for certain portfolio investments, including, but not limited to, in connection with mergers, acquisitions, add-on acquisitions, refinancings, restructurings, organizations and financings, public offerings, sales, terminations, divestments and similar transactions, and unconsummated transactions (the “Related Services”). Related Services do not include “Property Related Services” or “Support Services,” each as defined below. While the Adviser or its affiliates charge fees for the Related Services (such fees, “Transaction Fees”) only in certain situations, in the event the Adviser or its affiliates decide to charge Transaction Fees, these Transaction Fees have the potential to be substantial and are typically paid in cash, in securities of the portfolio investments, prospective portfolio investments or investment vehicles (or rights thereto), or otherwise. In the event the Adviser receives Transaction Fees, the Adviser will reduce the amount of the Advisory Fees payable to the Adviser by the applicable Client in connection with the receipt of such fees. The amount and manner of such reduction is set forth in the Organizational Documents of the applicable Client. Any such reduction of a Client’s Advisory Fees is typically limited to the extent of such Client’s proportionate interest in any such portfolio investment on a “fully diluted” basis. As a result, a Client will not benefit from (and the Adviser and its affiliates are expected to retain) the portion of any Transaction Fee that relates to the relevant General Partner, affiliated partners, similar fee-free investors, or any co-investors (which could include coinvestment vehicles managed by the Adviser, Service Providers, third parties, current or former portfolio investment management or personnel, sellers or members of management that have rolled their interest of reinvested proceeds in the portfolio investment, and/or other owners), and/or the value of profits, participation or equity interests in or relating to the relevant portfolio investment, including interests owned by current or former portfolio investment management, which have the potential to be significant, and only to the extent an Advisory Fee is payable by a Client currently or in the future. The Adviser’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. To the extent that such an offset credit would reduce the Advisory Fee for the relevant period below zero, the credit will be carried forward for future application against payable Advisory Fees, and if a credit remains upon liquidation, the

Adviser is expected to retain the benefit, except where the Organizational Documents require payment to be made to investors that have not elected to waive such amount (e.g., where an adverse tax consequence potentially will result). Transaction Fee offsets generally are performed on a net basis, after giving effect to certain taxes and other expenses in connection with the receipt of such Transaction Fees or the provision of related services, and to the extent Transaction Fees are paid in kind (including through securities, option grants, or other interests), the Adviser is permitted to calculate the amount of offset based on the then-current value of the in-kind payment, rather than the ultimate value of the interests as of a future date. The Adviser generally has discretion over whether to charge a Transaction Fee and, if so, the fee rate or amount. Subject to the terms of the relevant Organizational Documents, a portion of all Transaction Fees received will be retained by the Adviser or one or more of its affiliates, and, other than reductions to Advisory Fees, will not be shared with any investor of any Client. The amount and timing of Transaction Fees received by the Adviser or its affiliates are generally specified in the agreement or other documentation governing the applicable transaction. Unless otherwise agreed with investors, Transaction Fees generally will be payable during term extensions, even if Advisory Fees are reduced or eliminated during the extended term, thus reducing the amounts of Advisory Fees actually offset. Any fees paid to the Adviser or its personnel prior to a Client making an investment or after a Client has exited (or is in the process of exiting) an investment are not considered “Transaction Fees” and do not reduce the Advisory Fee. Transaction Fees will be offset only to the extent they are paid during the holding period of the relevant Client, and investors in a Client generally will not receive the benefit of Transaction Fees paid prior to such Client’s acquisition or following the Client’s disposition of the relevant investment. Similarly, to the extent former Adviser Personnel or other persons who were previously affiliated with the Adviser become consultants to, or are employed by, a portfolio investment, no compensation earned by such person will be considered a “Transaction Fee” and such compensation will not offset the Advisory Fee, whether or not such person has a remaining interest in the relevant Client’s General Partner or affiliated entity. In the event that the Adviser employs or becomes otherwise affiliated with a person that previously received compensation from a portfolio investment, investors will receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment or association with the Adviser, and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. Transaction Fees and other fees and expenses paid by or allocated to a portfolio investment at the acquisition of an investment are capitalized into the amount of invested capital. Accordingly, to the extent that Advisory Fees are calculated based on invested capital, this would increase the amount of Advisory Fees paid to the Adviser. Such increased amounts are separate from, and in addition to, the Transaction Fees paid to the Adviser and/or its affiliates. The Adviser’s receipt of Transaction Fees gives rise to potential conflicts of interest between the Clients on the one hand, and the Adviser and its affiliates, on the other hand. For a discussion of material conflicts of interest created by the receipt of such fees and reimbursements, please see Item 11 below. The Adviser also engages and retains operating advisers, senior executive advisors, consultants, and other similar professionals (including entities formed for the benefit of such persons and/or to

facilitate the provision of their services) who are not employees or affiliates of the Adviser and who, from time to time, receive payments or other compensation (including participation in securities of a portfolio investment) from portfolio investments and/or other entities. Such amounts will not be deemed paid to or received by the Adviser and such amounts will not offset the Advisory Fee or be subject to the sharing arrangements described above. In addition, in the event the Adviser agrees to pay a portion of a Transaction Fee received from a portfolio investment or prospective portfolio investment to a third-party, such as a consultant, adviser, Operations Support Partners (as defined in Item 11 below), finder, broker, investor, coinvestor, and/or investment bank, the Adviser is not required to share such portion of the Transaction Fee with the Clients (or a Client’s underlying investors). Therefore, the portion of a Transaction Fee paid to such a third-party will not reduce the Clients’ Advisory Fees. From time to time the Adviser may maintain the amounts associated with Transaction Fees in accounts that bear interest before such amounts are offset. Any such interest is not considered “Transaction Fees” and does not reduce the Advisory Fees or otherwise benefit the Funds or their investors. Expense Reimbursement A portfolio investment will typically reimburse the Adviser for expenses (including, without limitation, conference attendance expenses, database subscriptions, and other expenses, including compensation or reimbursements of Operations Support Providers deemed by the Adviser to benefit such portfolio investment, meals and entertainment (including, as applicable, closing dinners and mementos, cars, meals, and social and entertainment events with actual or potential portfolio investment management and/or employees or secondees, customers, clients, borrowers, brokers, and Service Providers), and travel expenses, which have included, and may in the future include, expenses for “black car” or other private ground transportation, or chartered or first class air travel, lodging, and accommodations), expenses relating to training programs, meetings, or other events (whether or not such programs, meetings, or events are attended by portfolio investment personnel), expenses relating to hiring portfolio investment personnel (including background checks, recruiting, and relocation expenses), as well as consulting and other cash and non-cash compensation and expenses incurred by the Adviser in connection with its performance of services for such portfolio investment. Such reimbursed expenses are generally not included in the definition of Transaction Fees under the terms of the applicable Organizational Documents, and such reimbursements are not subject to the sharing arrangements described above. For a discussion of material conflicts of interest created by such expenses and reimbursements, please see Item 11 below. Property-Related Services and Support Services Fees and Expenses Subject to the Client’s Organizational Documents, affiliates of the Adviser (including employees and former employees of the Adviser) are expected to provide certain ongoing services, including but not limited to property management, leasing, construction management, development, debt placement, and similar operational services (collectively “Property-Related Services”) to a Client or a portfolio investment that would otherwise be performed for the Client or its portfolio investments by third parties and may also provide certain support services (including accounting, fund administration, legal, internal audit, and other functions, collectively, “Support Services”) to a

Client or a portfolio investment. The provision of any Property-Related Services or Support Services by an affiliated Service Provider are on terms that (i) the Adviser or its affiliates believe to be fair and reasonable to the Client or such investment under the circumstances or (ii) are approved by the advisory board of the relevant Client. Additionally, the Adviser and its affiliates (including affiliated Service Providers) will receive fees for providing Property-Related Services, provided, that such fees will not exceed the rate that would be payable by the Client or such investment if such services were provided by unaffiliated third parties in the business of providing comparable services, unless otherwise consented to by the advisory board of the applicable Client. Any such fees received with respect to Property-Related Services will not offset the Advisory Fee. The Adviser and its affiliates will generally not receive a fee with respect to the provision of Support Services. In certain circumstances where the Adviser commits or has committed to seek “market” or “arms-length” (or similar formulations) rates or terms, the Adviser will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets (which may be at the top of the range the Adviser determines to be reflective of rates in the applicable or related markets). The Adviser reserves the right to deem third-party payment of certain fee rates to be verification that such rates are “arms-length.” Consequently, the Adviser undertakes no minimum amount of benchmarking and does not represent that any such benchmarking ultimately will be accurate, comparable, or relate specifically to the assets, services, geographies, or comparable markets to which such rates or terms relate. Further, the Adviser is permitted to forgo periodic updates to benchmarking market rates if the investors or the relevant advisory board of a Client have approved the rates to be charged. Where such rates or terms include hourly components, the Adviser reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. The particular methodology used to allocate such amounts where services are provided is expected to vary depending on the types of services provided and could, in certain circumstances, change from one period to another. Any methodology, or choice among methodologies, involves potential conflicts of interest. Benchmarking data generally includes information relating only to hourly or project-based rates, and so generally does not include the value of any profits, participation, or equity interests (including co-investment opportunities) in or relating to portfolio investments with respect to which the relevant services are provided; as such, references to “market” or “arms-length” (or similar formulations) rates or terms refer only to the contracted-for hourly or project-based rates. Expenses to obtain benchmarking data will be borne by the Fund and/or the portfolio investment, as applicable, and will not reduce the Advisory Fee. No amounts paid in connection with these services will reduce the Advisory Fee or otherwise be shared with investors. Whether or not the Adviser has a relationship or receives financial or other benefit from recommending a particular Service Provider, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. To the extent the Clients engage in a long-term or recurring contract with an Adviseraffiliated Service Provider, the Adviser may not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time. In addition, the Adviser and its affiliates generally will be reimbursed for certain expenses and costs incurred in connection with the provision of Property-Related Services and Support Services, including any overhead expense (including, without limitation, rent, utilities, office maintenance, office supplies and hardware, storage, human resources and benefits administration, technology, and software costs) and employee compensation costs (including, without limitation, salary,

benefits, bonus, deferred compensation, salary overhead, payroll administration and charges, and other personnel costs) that the Adviser determines are applicable, or as otherwise consented to by the advisory board of the relevant Client. For additional information regarding payments made to affiliated Service Providers and the conflicts arising from such arrangements, please see Item 11 below. Expenses Adviser Expenses To the extent provided for in the Organizational Documents of the Clients, and except as described herein as Client or portfolio investment expenses, the Adviser will pay out of Advisory Fee income certain operating, administrative, and overhead fees and expenses, including, without limitation, the costs and expenses of rent, facilities, utilities, office supplies, office equipment, entertainment, and all other ordinary operating expenses of the Adviser, including compensation of its partners and employees (other than Carried Interest and Incentive Allocation described in Item 6 below), and other routine administrative fees and expenses relating to the investment advisory services and facilities provided by the Adviser to the Clients. Client Expenses Consistent with the Funds’ Organizational Documents, each Fund will bear all other reasonable outof-pocket fees and expenses relating to a Fund’s (and its subsidiaries’ and intermediate entities’) activities, investments, and business to the extent not borne by its portfolio investments, including legal, accounting, audit, investment banking, reporting, consulting (including, but not limited to, consulting, retainer, and other fees and other compensation incurred by the applicable Fund for the benefit of its portfolio investments and fees of affiliated consultants, including consultants performing investment initiatives or providing services related to responsible investment considerations and policies, cybersecurity, and other similar consultants), communications, marketing, publicity, indemnification, responsible investing assessment, impact assessment, brokerage, sale, depositary (including depositaries appointed pursuant to the Alternative Investment Fund Managers Directive and any Swiss representative and/or paying agent appointed pursuant to the Swiss Collective Investment Schemes Act (as amended) including any law, rule, or regulation related to the implementation thereof), trustee, record keeping, account, registered office, and similar services, expenses incurred in connection with the meetings of or with any investor(s) or the advisory board, the Advisory Fee, fees and expenses paid to third-party valuation agents for valuations, appraisals, or pricing services, including any fairness opinions, administration (including fees and expenses associated with any third-party administrator and administration, tracking, performance, or reporting software), filing and similar fees paid on behalf of a Fund, including reimbursements of any fees and expenses to advisors, costs associated with due diligence (including third-party diligence software and Service Providers), responsible investing and impact consultants, Service Providers, and other similar third parties, research and other information (including any research or other service that may be deemed to be bundled for the benefit of such Fund), as well as the information technology (“IT”) systems used to obtain such research and other information, reports, expenses relating to developing and maintaining a wide spectrum of concepts ranging from data science to machine learning, natural language processing, and other advanced

algorithms and techniques to analyze vast datasets, identify patterns, and generate predictive insights (collectively, “AI”) (including, but not limited to, costs of diligencing, engaging, monitoring, and utilizing professional Service Providers, subscriptions, and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges, and/or related costs incurred, charged, or specifically attributed or allocated (based on methodologies determined by the Adviser) to a Client for the Adviser’s internally generated AI), third-party experts, finders fees and commissions and discounts incurred in connection with the purchase or sale of securities, underwriting (including both commissions and discounts), loan administrations, private placement fees, custody, hedging, currency conversions, filing, title, environmental diligence, transfer, registration, advisory board, IT system expenses (including the costs of acquiring, developing, licensing, implementing, upgrading, and maintaining any web portal, extranet tools, computer software, and other technological systems (including custom and specialty systems) for the benefit of a Fund, its investors, or a portfolio investment or potential investment), bridge financing expenses (which may be payable to another Fund co-investing in the bridge transaction or to the Adviser or an affiliate, in each case the entity providing the bridge financing to the applicable Fund), and all forms of leverage, borrowing, financing, commitment, origination, and similar fees and expenses (including the costs and expenses incurred in obtaining, negotiating, entering into, effecting, maintaining, varying, refinancing, or terminating such borrowings and commitments and interest arising therefrom), expenses of loan servicers and similar Service Providers, indebtedness of, or guarantees made by, a Fund, the Adviser or any affiliate on behalf of a Fund (including any credit facility, letter of credit or similar credit support), including repayment of principal and interest with respect thereto, directors and officers liability, errors and omissions liability, crime coverage, and general partnership liability premiums and other insurance and regulatory expenses, including any costs and expenses related to any retention or deductibles, and including insurance of which the Adviser and its affiliates are beneficiaries, extraordinary administrative or operating expenses, including, without limitation, all litigation (including discovery requests), arbitration, settlement, and indemnification costs, expenses, judgments and settlements, interest, taxes, fees, duties, penalties, and other governmental charges levied against, or payable by, a Fund and/or any alternative investment vehicle and all expenses incurred in connection with any tax audit, inquiry, investigation, proceeding, litigation, mediation, arbitration, settlement, other dispute resolution process, or review of a Fund and/or any alternative investment vehicle, expenses incurred in connection with tax preparation and filings, expenses relating to the preparing, printing, and distributing of investor reports, disclosures, and notices physically or electronically (including software used to electronically distribute such reports and notices), including any information requests, and conforming to investor-requested reporting templates, such as the Institutional Limited Partners Association (“ILPA”), which may differ from the Adviser’s standard form of reporting, Dead Deal Costs (as defined below), including Dead Deal Costs relating to transactions that have been offered to co-investors, expenses associated with making capital calls from and distributions to investors, including fees and expenses of IT used to facilitate all such activities, expenses related to meetings or conferences with one or more investors (including prospective investors during fundraising and current Client investors), and to the extent permitted in a Client’s Organizational Documents, expenses related to attending, participating in, or sponsoring trade association meetings, conferences, or similar events or meetings in connection with the identification or evaluation of investment opportunities or business sector opportunities, even if such expenses are not related to a specific transaction (including the evaluation of potential investments, regardless of whether such investment is ultimately consummated), compliance with any impact or responsible investing initiatives or principles, expenses in connection with the privacy, processing, and/or

protecting the confidential or non-public nature of any information or data (including confidential information and personal data (and any applicable analogous terms), including any fees, costs, liabilities, obligations and expenses incurred in connection with the foregoing, including in connection with U.S., state, and non-U.S. data protection laws, the freedom of information act (or similar laws) and any other applicable laws), certain advisory board meeting expenses (including set-up costs, speaker fees, honorarium, dining, entertainment, and travel expenses) as well as other advisory board expenses (such as legal counsel, accountants, auditors, financial advisors, or any other advisors or experts retained to assist the advisory board), reverse breakup, termination, wind up, or dissolution fees, risk management assessment expenses, expenses associated with a Fund’s compliance with applicable laws and regulations, expenses incurred in connection with complying with provisions in investor side letter agreements, such Fund’s allocable share of expenses and fees incurred in the course of structuring, organizing, negotiating, consummating, financing, refinancing, diligencing (including any subscriptions to relevant periodicals or other databases), acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, dissolving, or otherwise disposing of actual and potential investments and real estate assets (including follow-on investments), or seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction, or other fees and expenses payable to attorneys, accountants, tax professionals, investment bankers, lenders, third-party diligence software and Service Providers, consultants, and similar professionals in connection therewith, and any fees and expenses related to transactions that have been offered to co-investors), whether or not any contemplated transaction or project is consummated (including expenses that would have been borne by co-investment vehicles or other co-investors) and whether or not such activities were successful, any travel, lodging, meals, or entertainment expenses relating to any of the foregoing, including in connection with consummated and unconsummated investment and disposition opportunities, fees, costs, and expenses related to the organization, establishment, maintenance, and administration of any alternative investment vehicles or any intermediary or special purpose entity used to acquire, hold, or dispose of an investment or to otherwise facilitate a Fund’s investment activities (including such entities’ formation, operation, termination, dissolution, winding up, liquidation, structuring, and restructuring), fees, costs, expenses, and liabilities, as applicable, relating to any Fund subsidiary that is a real estate investment trust, costs of complying with any law, regulation, or policy related to the activities of a Fund (including any legal fees and expenses related thereto), certain General Partner registration expenses and any regulatory expenses of a Fund’s General Partner or the Adviser incurred in connection with the operation of a Fund including all fees and expenses relating to compliance with tax, securities law, or other legal or regulatory requirements applicable to a Fund or its investors (including preparation and filing of Form PF and/or any filings required under the Corporate Transparency Act and registration or other compliance obligations related to, or arising as a result of, the offering and sale of interests in a Fund in any jurisdiction, including any such obligations arising out of any rules adopted by the Securities and Exchange Commission or other regulatory agency, the Alternative Investment Fund Managers Directive, the Swiss Collective Investment Schemes Act, as amended, the Swiss Financial Services Act 2018, as amended, Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector, Regulation (EU) 2020/852, or the European Parliament, and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, any similar law, rule, or regulation, or the securities laws of any jurisdiction, or managing compliance with FATCA or similar regimes), any costs and expenses related to cybersecurity, and any costs and expenses related to compliance with any responsible

investing investor considerations and policies of the General Partner or the Fund, costs in connection with any litigation or governmental inquiry, investigation, or proceeding involving a Fund, including any costs and expenses of discovery related thereto, and the amount of any judgments, settlements, or fines paid in connection therewith, the costs incurred in connection with developing, structuring, maintaining, operating, and winding up administrative structures in Luxembourg, other European countries and other non-U.S. jurisdictions that are put in place to operate the investment activities of a Fund (including the salary and benefits of any personnel reasonably necessary for the maintenance of such structures, other overhead, rent, and similar costs in connection therewith) and the Fund’s share of any such costs of any such structure involving other persons managed by, or affiliated with, the Adviser or its affiliates, the validation or other confirmation of any payments made to a Fund or its General Partner (including as a result of anti-money laundering rules, laws, or regulations), expenses related establishing, implementing, monitoring, reporting on, and/or measuring the impact of sustainability and/or responsible investing policies, initiatives, commitments, and programs with respect to a Fund, its portfolio investments, or prospective portfolio investments, unreimbursed costs or expenses and unpaid compensation of any secondee to a portfolio investment, expenses associated with amendments to, and waivers, consents or approvals pursuant to, a Fund’s Organizational Documents, organizational expenses associated with a Fund, expenses associated with organizing, making, holding, developing, managing, monitoring, refinancing, maintaining, administering, restructuring, structuring, operating, and negotiating joint venture arrangements and platform investments, including with respect to transactions that are not consummated, other similar fees and expenses, as well as any Transaction Fees, or expenses incurred by the Adviser or such Fund in connection with such Fund’s operations that are not specifically set forth above as being paid by the Adviser, and any other fees, costs, expenses, liabilities, or obligations approved by the advisory board of the relevant Fund. The inclusion of an expense category in a Fund’s Organizational Documents will not impose on the Adviser an obligation to charge an expense (or the full amount of that expense) to that Fund; instead, permitted expenses will be allocated and charged in the Adviser’s discretion to the Fund(s) it deems appropriate. Expenses charged at the level of a portfolio investment or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Fund expenses in calculating the gross and net performance of the relevant Fund, and so the Adviser expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio investment or intermediate entity or capitalized into transaction costs. From time to time, with respect to certain Clients, the Adviser will create certain special purpose vehicles or similar structuring vehicles for purposes of accommodating certain tax, legal, and regulatory considerations of investors (“SPVs”). In the event the Adviser creates an SPV, consistent with the Client’s Organizational Documents, the SPV, and indirectly, the investors thereof, will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the SPV. Expenses of the types borne by a Client but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in the Client (including, without limitation, expenses of accounting and tax services) will be borne by the Client and, indirectly, the investors thereof (even if such investors do not participate in any such feeder fund or similar vehicle). Each Client also generally will bear the costs of implementing, monitoring, reporting (as applicable), and complying with investment guidelines and directives relating to the Client’s

strategy, including in side letters relating thereto, and (where applicable) responsible investing, and other standards to which the relevant General Partner has committed in making investments on behalf of the Client. Additionally, subject to the Organizational Documents, a Client typically will bear certain unreimbursed expenses of portfolio investments and intermediate holding vehicles through which the Client invests. In certain cases, one or more co-investment vehicles or other similar vehicles established to facilitate investments alongside a Fund will be formed in connection with the consummation of a transaction. Consistent with the Organizational Documents of a Fund, in the event a co-investment vehicle is created, the investors in such co-investment vehicle will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle. The co-investment vehicle will generally bear its pro rata portion of expenses incurred in making an investment. While such co-investment vehicles generally do not pay Advisory Fees or Carried Interest, the Adviser and its affiliates have discretion to (i) receive performance-based compensation, Advisory Fees, or similar fees from co-investors and (ii) collect customary fees in connection with actual or contemplated investments that are the subject to co-investment arrangements. Unless the Adviser determines otherwise in its sole discretion or subject to negotiations with a particular co-investor, in general, neither co-investment vehicles nor co-investors will bear any expenses, costs, or fees relating to a proposed but not consummated transaction (“Dead Deal Costs”), even if a co-investment vehicle has been formed for the purpose of investing in the proposed transaction or if co-investors have otherwise committed to invest in the proposed transaction and regardless of the anticipated investment allocation between the relevant Funds and co-investment vehicles. It is also possible that a co-investor will not agree to share expenses with a Client if a transaction is not consummated. As a result, Dead Deal Costs are generally borne by the Client or Clients selected by the Adviser as proposed investors for such proposed transaction (including reverse termination fees, extraordinary expenses such as litigation costs, and judgments and other expenses) which will result in the Client bearing more than its pro rata share of Dead Deal Costs. Similarly, co-investment vehicles (and co-investors) are not typically allocated any share of break-up fees received in connection with such an unconsummated transaction. The Adviser will have sole discretion in determining the particular allocation of costs, fees, and expenses among Funds and co-investors or co-investment vehicles. This discretion creates a potential conflict of interest as the Adviser may have an incentive to allocate expenses to a particular vehicle over another vehicle because, for example, different vehicles have different fee arrangements, and the Adviser would have an incentive to allocate fewer expenses (including Dead Deal Costs) to higher fee paying vehicles. Furthermore, to the extent a co-investment vehicle is formed in connection with a proposed transaction, expenses relating to such co-investment vehicle may, in certain situations, be borne by another Client or Clients, regardless of whether such proposed transaction is consummated. As a general matter, Dead Deal Costs and other expenses relating to the diligence or evaluation of a prospective investment are allocated among Client investors regardless of whether any individual investor negotiated for an elective or automatic contractual right that would have excused them from participating in the investment. Notwithstanding the foregoing, to the extent that any such co-investors have already executed definitive documentation to invest in such transaction, such co-investor is expected to bear its pro rata share of any such Dead Deal Costs. Dead Deal Costs may include, among other things, legal, accounting advisory, consulting, expert

network, or other third-party expenses (including amounts payable to Operations Support Partners (as defined in Item 11 below) and other third parties), any travel and travel-related and accommodation expenses, all fees, costs, and expenses of lenders, investment banks, and other financing sources in connection with arranging financing for a proposed investment, any break-up fees, reverse termination fees, topping, termination, or other similar fees, costs of negotiating coinvestment documentation (including non-disclosure agreements with counterparties), the costs related to onboarding investment entities with a financial institution (e.g., Know Your Client), commitment fees that become payable in connection with a proposed investment, expenses incurred in connection with any tax audit, investigation, settlement, or review of the Clients, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. From time to time, certain Clients will incur certain ongoing expenses that benefit a co-investment vehicle or co-investor (for instance, insurance premiums). In such instances, these ongoing expenses will be borne solely by the applicable Client or Clients and will not be borne by any benefiting coinvestment vehicle or co-investor. Any fees and expenses incurred in connection with the organization of a co-investment vehicle (including fees and expenses related to negotiating the governing documents of such co-investment vehicle, as well as fees and expenses described above) that is expected to invest alongside the Clients in an investment are expected to be borne by the Clients to the extent such co-investment vehicle does not ultimately make such investment, whether or not such investment is consummated by the Clients. Non-Fund Clients generally bear similar expenses as Fund Clients, depending on the terms of the Organizational Documents negotiated with each applicable Non-Fund Client, and such terms may differ from each other and from the Funds. Furthermore, the Programmatic Co-Invest Clients and the RE Co-Invest Client co-invest alongside certain Funds. To the extent provided in the Organizational Documents negotiated with each such Programmatic Co-Invest Client or the RE CoInvest Client, as applicable, the investors in such Programmatic Co-Invest Client or RE Co-Invest Client will typically bear their pro rata portion of the expenses incurred in making such an investment (which may include, for the Programmatic Co-Invest Client and the RE Co-Invest Client, in some but not all circumstances, Dead Deal Costs and break-up fees, generally in the event they are contractually committed to invest in the prospective investment). The Adviser, from time to time, enters into arrangements with third-party advisers and consultants who provide services relating to deal-sourcing and investment opportunities, for which such advisers and consultants are paid compensation or other fees. Any fees and expenses associated with such investment opportunities will be allocated to the applicable Fund(s) and/or portfolio investments, consistent with the allocation process described above. For additional information regarding whether and how certain fees, costs, and expenses are allocated between the Adviser, Clients, portfolio investments, co-investors, and/or third parties, please see “Conflicts of Interest – Allocation of Fees and Expenses” in Item 11, below. Carried Interest and Incentive Allocation Payments

Please see Item 6 below regarding Carried Interest and Incentive Allocation paid by Clients. Brokerage Fees In the event that the Adviser chooses to use a broker-dealer for limited purposes relating to a particular Client, such Client will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.

Carried Interest paid by, or Incentive Allocation allocated with respect to, a Client is indirectly borne by investors in such Client. The rate of Carried Interest, Incentive Allocation, and related performance hurdles will differ among various Clients. Additionally, certain investors in certain Clients may also incur lower or no Carried Interest or Incentive Allocation pursuant to negotiated side letters and/or other arrangements. The payment or allocation by some, but not all, Clients of Carried Interest or Incentive Allocation, or the payment of Carried Interest or allocation of Incentive Allocation at varying rates (including timing, waterfall conditions, varying effective rates based on the past performance of a Client, or other terms) creates a conflict of interest for the Adviser to disproportionately allocate time, services, or functions to Clients paying Carried Interest or allocating Incentive Allocation, or to Clients paying Carried Interest or allocating Incentive Allocation at a higher rate, or to allocate investment opportunities to such Clients. Generally, and except as otherwise set forth in the Organizational Documents of the Clients, this conflict is mitigated, by (i) certain limitations on the timing or the ability of the Adviser to establish new Clients, (ii) consultations with advisory boards, (iii) where the Adviser deems appropriate, consultations with unaffiliated third parties, and/or (iv) contractual provisions and procedures setting forth investment allocation requirements. Please also see Item 11 below for additional information relating to how conflicts of interests regarding allocations are generally addressed by the Adviser and “Fee Structure – Advisory Fees, Carried Interest and Incentive Capital” for further discussion of certain conflicts of interests inherent in these types of fee arrangements.

Interests in the Clients are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. The Adviser does not have a minimum size for a Client, but minimum investment commitments are typically established for investors in the Clients. The General Partner of each Client may in its sole discretion permit investments below the minimum amounts set forth in the Organizational Documents of such Client.

The Adviser’s investment activities are focused on sectors in which it has developed extensive expertise and that are differentiated by their sector growth and cyclical characteristics. For private equity, these sectors include, but are not limited to, healthcare, software, and services. For data infrastructure, these sectors include data center operators, data transport, wireless access, and techenabled infrastructure. For real estate, these sectors include data center properties, life science facilities, and a specific subset of mixed use industrial and/or office properties that (a) serve technology and life science tenant use and (b) have essential attributes, such as high IP-networked connectivity, proximity to and/or utilization of, communication and innovation ecosystems, and mission critical enhancements to the real estate that support 24/7 usage. Within these sectors, the Adviser believes it has the experience to recognize underappreciated value, structure transactions that capture this value, and implement various initiatives to create long-term growth and increase operational value. Investment Strategy of Programmatic Co-Invest Clients The investment strategy of the Adviser’s Programmatic Co-Invest Clients consists of making coinvestments alongside certain Funds in the discretion of the General Partner of such Programmatic Co-Invest Client. The Programmatic Co-Invest Clients will, subject to any applicable tax, legal, and regulatory constraints, generally make investments at the same time and on the same terms and conditions as the Fund alongside which it co-invests. Investment Strategy of the RE Co-Invest Client The investment strategy of the Adviser’s RE Co-Invest Client consists of making pre-identified coinvestment alongside a Fund. The RE Co-Invest Client will, subject to any applicable tax, legal, and

regulatory constraints, generally make investments at the same time and on the same terms and conditions as the Fund alongside which it co-invests. RE Separate Account Investment Strategy The Adviser has a distinct real estate focused investment strategy for the RE Separate Account Client in the industrial and logistics platform sector. The Adviser deploys a rigorous set of criteria in its investment and asset management approach to this investment platform, with a particular focus on risk management. Risks Investing in securities, including in those of a Client, involves a substantial degree of risk. A Client may lose all or a substantial portion of its investments, and investors in the Clients must be prepared to bear the risk of a complete loss of their investments. Participation in Clients is only suitable for investors who have knowledge and expertise in financial and business matters and are capable of evaluating the merits and risks of an investment in such Clients. The acquisition of interests or shares in Clients and the investments made by Clients are highly speculative and could involve the risk of total loss of an investor’s capital. In addition, material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Clients, include (but are not limited to) those listed below. The below risk factors are applicable to Clients, Clients’ portfolio investments, and/or Clients’ investors, and do not purport to be a complete list or explanation of the risks involved in each or any Client. A Client’s Organizational Documents and related offering documents generally include a more detailed summary of the material risks and the investment strategy for such Clients and should be read carefully in conjunction with the risk factors identified below prior to making an investment in a Client. No Assurance of Investment Return. None of the Clients, the Adviser, and their respective affiliates can provide any assurance whatsoever that a Client will be successful in choosing, making, and realizing investments in any particular investment or portfolio of investments. There is no assurance that a Client will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. There can be no assurance that any investor will receive any distributions from a Client. Accordingly, an investment in a Client should only be considered by persons for whom a speculative, illiquid, and long-term investment is an appropriate component of a larger investment program and who can afford a loss of their entire investment. Past performance of investment entities associated with the Adviser and its affiliates is not indicative of future results. There can be no assurance that a Client will achieve its investment objectives or that performance objectives of the Client will be achieved. Financial Market Fluctuations. Various sectors of the U.S. and global financial markets and the broader current financial environment have been, and continue to be, characterized by uncertainty, volatility, and instability. The financial services industry generally and investment activities are affected by general economic and market conditions, including interest rates, availability of credit,

lack of price transparency, inflation rates, economic uncertainty, changes in tax and other applicable laws and regulations, trade barriers, and national and international environmental and socioeconomic circumstances. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Clients and may affect the Clients’ ability to make investments and the value of the investments held by the Clients. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Clients’ investments. The public securities markets can be volatile and the ability of companies to obtain financing for ongoing operations or expansions may be severely hampered by the tightening of the credit markets and any financial turmoil. The ability to realize investments depends not only on portfolio investments and their historical results and prospects, but also on political, market, and economic conditions at the time of such realizations. In the past, many private investment funds have looked to the public securities markets as a potential exit strategy, and there can be no assurance, that the Funds will be able to exit from their portfolio investments by listing their shares on securities exchanges. The trading market, if any, for the securities of any portfolio investment may not be sufficiently liquid to enable a Client to sell these securities when the Adviser believes it is most advantageous to do so, or without adversely affecting the stock price. Continued or renewed volatility in the financial sector may have an adverse material effect on the ability of the Clients to buy, sell, and partially dispose of their portfolio investments. The Clients may be adversely affected to the extent that they seek to dispose of any of their portfolio investments into an illiquid or volatile market, and a Client may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. There can be no assurances that conditions in the financial markets will not worsen or adversely affect one or more Fund’s portfolio investments. Financial Institution Risk; Distress Events. An investment in a Client is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders, or other custodians (each, a “Financial Institution”) of some or all of the Client’s (or any portfolio investment’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership, or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces, or accounting irregularities. If a Financial Institution experiences a Distress Event, the Adviser, any General Partner, the Clients, and/or any of their portfolio investments may be unable to access deposits, borrowing facilities, or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the U.S. frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, or the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays, or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of the Adviser to manage the Clients and their investments, and on the ability of the Adviser, any Client, and/or portfolio investments to maintain operations, which in each case could result in operational burdens, significant losses, and unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds;

an obligation to pay fees and expenses in the event a Client is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of a Client to access capital contributions, or otherwise); the inability of a Client to acquire or dispose of investments, including at prices that the relevant General Partner believes reflect the fair value of such investments and/or the inability of portfolio investments to make payroll, fulfill obligations, and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that the Adviser will experience operational burdens and expenses, and a Client or a portfolio investment will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital, or otherwise). There can be no assurance that the Adviser will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays, or other negative impacts. The Clients and their portfolio investments are subject to additional risks in the event a Financial Institution utilized by investors of a Client or Service Providers, or other counterparties of a portfolio investment become subject to Distress Events, which could have a material adverse effect on a Client, its investors, or such portfolio investments, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services (including lending services), that the Adviser and/or the relevant Client maintain all or a set amount or percentage of their respective accounts or assets with such Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although the Adviser seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Clients, the Adviser is under no obligation to use a minimum number of Financial Institutions with respect to any Client, or to maintain account balances at or below the relevant insured amounts. Uncertain Economic, Social, and Political Environment. Consumer, corporate, and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises, virus or disease epidemics, or other sources of political, social, or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and it increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners, and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Client and its portfolio investments to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Client and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Client’s portfolio investments. Inflation and Deflation. Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Client’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio investments in which the Client invests and may make defaults more

likely, which may result in a decline in the value of the Client’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Client’s investments and its aggregated returns. For example, if a portfolio investment were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio investment’s profitability would likely suffer. Likewise, to the extent a portfolio investment has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio investment could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio investment may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return calculation in a Client’s Operative Document is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation (i.e., Carried Interest and/or Incentive Allocations) increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Client. Monetary Policy and Governmental Intervention. Actions by the Board of Governors of the U.S. Federal Reserve System and certain non-U.S. central banks, including changes in policies and taking other actions to stabilize markets, combat inflation, and/or encourage economic growth, may have a significant effect on interest rates, inflation, and on the U.S. and world economies generally, which in turn may affect the performance of the Clients’ investments on an absolute and/or relative basis. Inflation and rapid fluctuations in inflation rates have recently had, and may continue to have, negative effects on the economies and financial markets (including securities markets) of various countries, as described in “Inflation and Deflation.” Public Health Emergencies. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola, and COVID-19, have resulted in historic market disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Clients. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition, and performance of any particular industry or business is impossible to predict, but could have a significant adverse impact and result in significant losses to the Clients. The extent of the impact on the Clients and their portfolio investments’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality, and reductions in the availability of capital. These same factors may limit the ability of the Clients to source, diligence, and execute new investments and to manage, finance, and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal, and regulatory frameworks in ways that are adverse to the investment strategy the Clients intend to pursue, all of which could adversely affect the Clients’ ability to fulfill

their investment objectives. They may also impair the ability of portfolio investments or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Clients, their portfolio investments, the General Partners, and the Adviser may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements, and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Force Majeure Risk. Force majeure is the term generally used to refer to an event beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, civil unrest, fire, flood, weather, hurricanes, and other natural disasters, including extreme weather events from possible future climate change, earthquakes, global health crises and pandemics, war, terrorism, nationalization of industry, pandemics, and labor strikes. Some force majeure events may adversely affect a party’s ability to perform its obligations, under a contract or otherwise. Such events, whether or not considered to be a contractual force majeure event may nonetheless impact the operations of the Clients, or portfolio investments, potentially materially so. For example, the cost to repair or replace assets that may have been damaged by such event could be considerable. A portfolio investment’s ability to deliver services as a result of prolonged service interruptions or other causes may result in permanent loss of customers, substantial and costly litigation, and/or penalties for regulatory or contractual non-compliance. Additionally, a major governmental intervention into industry, including but not limited to the nationalization of an industry or the assertion of control, could result in a loss to the Clients if a portfolio investment is affected, and any compensation provided by the relevant government, if any, may not be adequate. Such governmental intervention can lead to additional consequences from regulators in other jurisdictions that could similarly have a material adverse impact on the Clients. In some cases, transactions or other agreements may provide for termination of the agreement if the force majeure event is so catastrophic as to render it incapable of remedy within a reasonable, pre-agreed time period. During the COVID-19 pandemic, these provisions resulted in costly litigation in such industries, and in future disruption scenarios similar costly litigation may be expected to occur. Force majeure events that are incapable of, or costly to, cure may also have a permanent adverse effect on the Clients or a portfolio investment. Force majeure clauses may be drafted or construed narrowly in a manner that would not cover a particular event that might occur, such as a pandemic or global public health crisis. If this were to occur, there could be an adverse impact on the Clients or its portfolio investments and/or could result in protracted and costly litigation to resolve. Valuation of Assets. There is no actively traded market for most of the securities owned by the Clients. When estimating fair value, the Adviser will apply a methodology based on its reasonable judgment that is appropriate in light of the nature, facts, and circumstances of the investments. Valuations are subject to multiple levels of review for approval, and ensuring that portfolio investments are fairly valued is an important focus of the Adviser. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties, and the resulting values may differ from values that would have been determined had an active

market existed for such securities and may differ from the prices at which such securities may ultimately be sold, and the difference between the ultimate sale price and carrying value may be material. Third-party pricing information may at times not be available regarding certain of a Client’s assets. With respect to the Clients, the exercise of discretion in valuation by the Adviser will give rise to conflicts of interest, because valuations (including a determination of when an investment should be written down or written off) impact the Adviser’s track record. In addition, a conflict arises because the calculation of the Incentive Allocation for certain Clients is based, in part, on these valuations, and such valuations affect the amount and timing of performance fees and, with respect to the RE Separate Account Client, calculation of Advisory Fees. Cybersecurity Risk. The Adviser, the General Partners, the Clients, portfolio investments, their respective Service Providers, and other market participants depend on complex and often interconnected IT and communications systems to conduct business functions. The Adviser could suffer losses in connection with updates to, or the failure to timely update, the technology platforms on which it relies. These systems are subject to a number of different cyber threats and other risks that could adversely affect the Clients and their investors, despite the efforts of the Adviser, the General Partners, the Clients, portfolio investments, and their respective Service Providers to adopt technologies, processes, policies, procedures, and other controls intended to mitigate these risks and help protect the security of their computer systems, software, networks, and other technology assets, as well as the security, confidentiality, integrity, and availability of information belonging to the Adviser, the General Partners, the Clients, and their investors. For example, systems used by the Adviser and the Clients’ Service Providers may be vulnerable to damage or interruption from malware, network failures, computer and telecommunication failures, usage errors by their respective professionals, power outages, and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. Notably, due to interconnectivity with and reliance on Service Providers (and their respective subcontractors), a Client could be adversely affected if any Service Provider or subcontractor of the Adviser, the General Partner, or any portfolio investment is subject to a successful cyber-attack or other cybersecurity event. The Adviser does not control, and often has limited visibility into, the cybersecurity program implemented by such Service Providers. The same is true for portfolio investments vis-à-vis their own Service Providers. For example, unauthorized third parties (including activist, criminal, nation-state, terrorist actors, or malicious or negligent insiders) may attempt to improperly access, modify, disrupt the operations of, encrypt, or otherwise prevent access to these systems of the Adviser, the General Partners, the Clients, portfolio investments, and their respective Service Providers and counterparties, as well as the data stored by these systems, including investor information. The Adviser, the General Partners, the Clients, portfolio investments, and their respective Service Providers and counterparties have been subject to ransomware, denial-of-service attacks, social engineering schemes, or other attacks that could cause a substantial business disruption, loss of security, integrity, or availability of data, or loss, misuse, or disclosure of confidential information that could prevent the Clients and Adviser from executing their investment strategy or accessing an account or subject them to legal, regulatory, or contractual risks, which could lead to financial losses and reputational harm. The use of internet- or cloud-based programs, technologies, and data storage applications generally heightens these risks. The Adviser, the Clients, and their portfolio investments are unlikely to be able to anticipate, detect, mitigate, or prevent many or all cybersecurity threats or risks, especially because the techniques used are fast evolving and often not recognized until, or well after, they have been executed. For instance, the use of AI by malicious third parties—including to circumvent

security measures, evade detection, maintain persistence in an environment, and obfuscate forensic evidence—has increased and may further increase in the future the sophistication and effectiveness of cybersecurity attacks. Unauthorized third parties may also attempt to fraudulently induce, including via the use of AI-generated deepfakes, portfolio investments, employees, customers, third-party Service Providers, or other users of the Adviser’s systems to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds, or other assets, transfer funds to unauthorized third parties, or otherwise to inflict harm. A successful penetration or circumvention of the security of the Adviser’s or portfolio investments’ systems by unauthorized third parties could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause the Client, the Adviser, the General Partners, the portfolio investments, or their respective Service Providers to incur litigation risk, regulatory penalties, reputational damage, additional compliance and remediation costs (including notification-related expenses), or financial loss. In addition, the Adviser or a portfolio investment may incur substantial costs related to investigation and remediation of the cybersecurity incident, increasing and upgrading cybersecurity protections including its administrative, technical, organizational, and physical controls, acts of identity theft, unauthorized use or loss of proprietary information, adverse investor reaction, increased insurance premiums or difficulties obtaining insurance coverage, or litigation, regulatory actions, or other legal risks. The management of cybersecurity risks also result in ongoing preparedness and compliance costs, many of which will be borne by the Clients, such as any costs pertaining to ongoing monitoring of a portfolio investment’s cybersecurity posture and practices. Risks of AI. The Adviser uses AI in its business operations, to inform and augment Client services, and for other business purposes, including for potential productivity enhancements for the Adviser, its Clients, and/or their portfolio investments. Clients’ portfolio investments are increasingly leveraging AI-driven tools, for, among other things, making operational enhancements. The use of AI could exacerbate or create new and unpredictable risks to the business of the Adviser, its Clients, and their portfolio investments, including by potentially significantly disrupting the markets in which each operates or increasing competition and regulation, which could materially and adversely affect the business, financial condition, or results of operations of the Adviser, its Clients, and their portfolio investments. In connection with the development, deployment, and use of AI, the Adviser collects a range of data. The Adviser’s ability to use, manage, and aggregate data, including data related to the use of AI tools, may be limited by the effectiveness of its policies, systems, and practices that govern how data is acquired, validated, used, stored, protected, processed, and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit the Adviser’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. While the Adviser will under certain circumstances restrict certain uses of third-party and open source AI tools, the Adviser’s employees and consultants, and a Client’s portfolio investments, will under certain circumstances use such tools, which poses additional risks relating to the protection of the Adviser’s and the Client’s and such portfolio investments’ proprietary data, including the potential exposure of the Adviser’s and the Client’s or such portfolio investments’ confidential information to unauthorized recipients and the misuse of the Adviser’s or third-party intellectual property, which could adversely affect the Adviser, a Client, or a Client’s portfolio investments. For example, generative AI may be used improperly or inappropriately, lead to the contamination of the Adviser’s proprietary information, and potentially render the Adviser unable to qualify for patent protection. Use of AI tools may result

in allegations or claims against the Adviser, a Client, or a Client’s portfolio investments related to violation of third-party intellectual property rights, violation of data privacy rights, unauthorized access to or use of proprietary information, breach of contractual obligations, and failure to comply with open-source software requirements. There can also be no assurance that the usage of AI will enhance the Adviser’s, a Client’s, or any portfolio investment’s products or services or be beneficial to the Adviser’s, a Client’s, or any portfolio investment’s businesses. Additionally, AI tools may produce inaccurate, misleading, biased, incomplete, or otherwise flawed outputs, which may not be easily detectable, that could lead to errors in the Adviser’s, its employees’, or its Service Providers’ decision-making, portfolio management, or other business activities, which could have a negative impact on the Adviser or on the performance of a Client and its portfolio investments. AI tools could also be used against the Adviser, a Client, or a Client’s portfolio investments in criminal or negligent ways, including for cyberattacks and social engineering schemes involving AI-generated deepfakes. The use of AI and the technologies powering AI are subject to a variety of laws and regulations, including intellectual property, data privacy and security, consumer protection, competition, environmental, energy, and equal opportunity laws, and may be subject to new laws and regulations or new interpretations of existing laws and regulations. As the use and availability of AI tools have grown, the U.S. Congress and a number of U.S. federal agencies have been examining the AI tools and their use in a variety of industries, including financial services. The legislatures and administrative agencies of a variety of U.S. states and foreign jurisdictions have also proposed, and in a number of cases, adopted, rules and regulations addressing the use of AI. Ongoing and future regulatory actions with respect to AI generally or AI’s use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of the Adviser, a Client, or a Client’s portfolio investments to utilize AI in the manner they have or have planned to-date, and may have in the future, an adverse impact on the ability of the Adviser, a Client, or its portfolio investments to continue to operate as intended. The enactment or expansion of laws and regulations related to the use of AI in the Adviser’s, a Client’s, or its portfolio investments’ operations is likely to result in increased compliance costs. Privacy and Data Protection Law Compliance Risk. The adoption, interpretation, and application of consumer protection, data protection, and/or privacy laws and regulations in the U.S., Europe, and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, destruction, retention, and safeguarding of personal data and current and planned business activities of the Adviser, the General Partners, the Clients, and/or their portfolio investments, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their Service Providers could result in fines, sanctions, or other penalties or litigation, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Client performance. As Privacy Laws are implemented, interpreted, and applied, compliance costs for the Adviser, the General Partners, the Clients, and/or their portfolio investments, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted, or are considering similar Privacy Laws, which if enacted could impose similarly significant costs, potential liabilities, and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant

liability for regulated entities, which could include the Adviser, the General Partners, the Clients, and/or their portfolio investments. U.S. Taxation of Carried Interest. U.S. federal income tax law treats certain allocations of capital gains to service providers by partnerships such as the Clients as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset that generated such gain for more than three years. This creates the potential for conflicts of interest between the relevant General Partner and investors. For example, the relevant General Partner could cause the relevant Fund to borrow more frequently, in greater amounts, or for longer periods; hold investments for longer than it would absent adverse tax consequences to the General Partner from a shorter holding period; or waive or defer the distribution or allocation of carried interest to the General Partner, potentially changing the character or amount of income allocated to investors. Secondaries and Other General Partner-Led Transactions. There continues to be a significant market for secondary sales, General Partner-led transactions, continuation vehicles, successor fund investments, and other similar transactions, and the Adviser reserves the right to dispose of (or seek additional capital for) Client investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by the Adviser following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing investors and maintaining exposure to an asset where the Adviser believes there is the potential for additional value generation. Where undertaken, existing investors typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets, or a new portfolio of assets (including a portfolio that combines assets from multiple Clients sponsored by the Adviser and its affiliates), often on different terms than their original investment in the Client. However, certain of such transactions are expected to involve an investor investing (or being required to invest) additional capital in the existing Client and/or other investment vehicles, a greater exposure to one or more particular portfolio investments, and/or a delay in the full liquidation of the Client’s investment. In other circumstances, even investors that elect to continue to hold a direct or indirect interest in the relevant portfolio investment will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant General Partner to the extent of its right to receive Carried Interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Client or investor and those of the Adviser or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where the Adviser or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction (potentially in addition to performance-based compensation earned by the relevant General Partner on the sale of an asset from an existing Client in such transaction), their incentives are expected to diverge from those of investors who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Client, the Adviser, the relevant General Partner, and any buyer group relating to the valuation and consideration offered for the subject investment(s). To the extent the Adviser requires existing investors and/or new buyers to commit capital to a continuation vehicle or another Client managed by the Adviser in addition to the

purchase amount paid in a transaction (including commitments to the relevant Client in specified ratios to the purchase price), such requirement is expected to have a negative effect on the purchase price for the selling Client and its investors. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, the relevant General Partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio investments with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as investors in the relevant Client, and in such circumstances the Adviser reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain investors will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax, or other considerations. Although relevant potential conflicts of interest are disclosed to investors and/or the relevant advisory board prior to the closing of the transaction, there can be no assurance that the Adviser will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of a Client or any individual investor or group of investors. However, the Adviser reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Organizational Documents. Pursuant to the relevant Client Organizational Documents, the Adviser is permitted to seek the consent of the relevant Client advisory board(s) to waive conflicts associated with such transactions and accordingly not all investors will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Client investments, to the extent such transactions are not consummated, the relevant Client is expected to bear as Dead Deal Costs all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. Possibility of Fraud and Other Misconduct of Employees and Service Providers. Misconduct by employees of the Adviser, Service Providers to the Adviser or the Clients, and/or their respective affiliates could cause significant losses to such Clients. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by such Clients, the improper use or disclosure of confidential or material, non-public information, which could result in litigation, regulatory enforcement, or serious financial harm, including limiting the business prospects or future marketing activities of such Clients, and noncompliance with applicable laws or regulations, and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption, and/or financial losses to such Clients. The Adviser has controls and procedures through which they seek to minimize the risk of such misconduct occurring. However, no assurances can be given that the Adviser will be able to identify or prevent such misconduct. Counterparty Risks. The Clients depend on the services of custodians, counterparties, administrators, and other agents to carry out certain transactions on behalf of the Clients. The terms of these contracts are often customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight. The Clients are subject to the risk that the counterparty to one or more of these contracts defaults, either voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and

without notice to the Adviser. Moreover, if a counterparty defaults, the Adviser may be unable to take action to cover the Clients’ exposure, either because it lacks contractual recourse or because market conditions make it difficult to take effective action. This inability could occur in times of market stress, which is when defaults are most likely to occur. In the event of the insolvency of a custodian, counterparty, or any other party that is holding assets of the Clients as collateral, the Clients might not be able to recover equivalent assets in full as they will rank among the custodian’s or counterparty’s unsecured creditors in relation to the assets held as collateral. In addition, the Clients’ cash held with a custodian or counterparty may not be segregated from the custodian’s or counterparty’s own cash, and the Clients may therefore rank as an unsecured creditor in relation thereto. The Clients face counterparty risks that have increased in complexity and magnitude in recent years. For example, consolidation and elimination of counterparties has increased the concentration of counterparty risk and decreased the universe of potential counterparties, and the Clients are generally not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. In addition, counterparties generally react to market volatility by tightening their underwriting standards and increasing their margin requirements for all categories of financing, which could result in a decrease in the overall amount of leverage available and increasing the costs of borrowing to the Clients. Responsible Investing Matters. The Adviser maintains a responsible investment policy (“Responsible Investment Policy”), which it intends to apply to certain Clients’ investment portfolios, consistent with and subject to its fiduciary duty and any applicable legal, regulatory, or contractual requirements. Depending on the investment, responsible investing, including greenhouse gas emissions, energy management, community relations, worker health and safety, environmental compliance, and business ethics and transparency, could have a material effect on the return and risk profile of the investment. The act of selecting and evaluating material responsible investing is subjective by nature, and the Adviser expects to be subject to competing demands from different investors and stakeholder groups with divergent views on responsible investing (including the role of responsible investing in the investment process). There is no guarantee that the criteria utilized by the Adviser, or any judgment exercised by the Adviser, will reflect the views, internal policies, or preferred practices of any particular investor or other asset manager or reflect market trends. Although the Adviser views the consideration of sustainability to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, the Adviser cannot guarantee that its responsible investing program, which depends in part on qualitative judgments, will positively impact the performance of any individual investment or Client. Responsible investing is only one of the many factors the Adviser will consider in making an investment. To the extent that the Adviser engages with companies on responsible investing -related practices and potential enhancements thereto, such engagements may not achieve the desired financial and social results, or the market or society may not view any such changes as desirable. Successful engagement efforts on the part of the Adviser will depend on the Adviser’s skill in properly identifying and analyzing material responsible investing and other factors, and their responsible investing-related value. There can be no assurance that the strategy or techniques employed will be successful. However, Adviser does not expect to subordinate a Client’s investment returns or increase a Client’s investment risks as a result of (or in connection with) the consideration of any responsible investing factors.

The materiality of responsible investing on an individual portfolio investment and on a Client portfolio as a whole depends on many factors, including the relevant industry, location, asset class, and investment strategy. In evaluating a prospective portfolio investment, the Adviser often depends upon information and data provided by the potential portfolio investment or obtained via third-party reporting or advisors, that may be incomplete, inaccurate, or unavailable, which could cause the Adviser to incorrectly assess a portfolio investment’s sustainability practices and/or related risks and opportunities. The Adviser does not intend to independently verify certain of the sustainability information reported by Client portfolio investments, and may decide in its discretion not to utilize, report on, or consider certain information provided by such investments. Any sustainability reporting will be provided in the Adviser’s sole discretion. In addition, the Adviser’s Responsible Investment Policy and associated procedures and practices are expected to change over time. The Adviser in certain circumstances is permitted to determine in its sole discretion that it is not feasible or practical to implement or complete certain of its responsible investing initiatives based on cost, timing, or other considerations. It is also possible that market dynamics or other factors will make it impractical, inadvisable, or impossible for the relevant General Partner to adhere to all elements of a Client’s investment strategy, including with respect to responsible investing risk and opportunity management, whether with respect to one or more individual portfolio investments or the Client’s portfolio generally. Responsible investingrelated statements, initiatives, and goals as described with respect to a Client’s investment strategy, portfolio, and portfolio investments are aspirational and not guarantees or promises that all or any such initiatives and goals will be achieved other than as set out in any applicable regulatory disclosures, including those made pursuant to Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector (the “SFDR”). Responsible investing integration and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by other asset managers, and the Adviser’s adoption and adherence to various such principles, frameworks, methodologies, and tools is expected to vary over time. For example, the Adviser’s Responsible Investment Policy does not represent a universally recognized standard for assessing responsible investing considerations. Any responsible investing-related initiatives to which the Adviser is or becomes a signatory, member, or supporter may not align with the approach used by other asset managers (or preferred by prospective investors) or with future market trends. There is no guarantee that the Adviser will remain a signatory, supporter, or member of or continue to report at the intended cadence or at all under or in alignment with such initiatives or other similar industry frameworks. In addition to all of the foregoing limitations, the Adviser will not take responsible investing factors into account to the extent it believes doing so is not permissible under applicable law, regulation, or contracts engaged in which will be determined by the Adviser in its sole discretion. Moreover, in recent years, “anti-ESG” sentiment has gained momentum across the U.S. Several states, federal agencies, the executive branch, and Congress have proposed, enacted, or indicated an intent to pursue policies, legislation, or initiatives, issued related legal opinions, and pursued related investigations and litigation opposing responsible investing practices. Additionally, asset managers

have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives, and associations, including organizations advancing action to address responsible investing matters, climate change, or climate-related risk. Further, some conservative groups and federal and state officials have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision, and in January 2025, the Trump Administration signed a number of Executive Orders focused on diversity, equity, and inclusion (“DEI”), which caution the private sector to end “illegal DEI discrimination and preferences”, impose specific requirements on federal contractors, and preview upcoming compliance investigations of private entities. Agencies across the federal government, including the Department of Justice, the Federal Communications Commission, and the Equal Employment Opportunity Commission, have indicated an intent to focus on DEI-related investigations and enforcement. It is uncertain how the interpretation, application, and enforcement of laws (including U.S. state and federal nondiscrimination laws), policies, and public sentiment related to DEI will evolve, and it may become increasingly challenging to establish global DEI-related policies and programs that meet the varied laws, policies, and norms of different jurisdictions. Such anti-ESG and anti-DEI-related policies, legislation, initiatives, legal opinions, and scrutiny could result in the Adviser, the Clients, or portfolio investments facing additional compliance obligations, becoming the subject of investigations, enforcement actions, or litigation, or sustaining business losses or reputational harm, require changes to existing or future policies and programs, or require certain investors to divest or discourage certain investors from investing in a Client. Climate Change. The Clients may acquire investments that are located in, or have operations in, areas that are subject to climate change. Investments in certain locations may face risks from the physical effects of climate change, such as risks posed by increasing frequency or severity of extreme weather events and rising sea levels and temperatures. There may be significant physical effects of climate change that have the potential to have a material effect on the Clients’ business and operations. Physical impacts of climate change may include: increased storm intensity and severity of weather (e.g., floods or hurricanes); sea level rise; fires; and extreme and changing temperatures. As a result of these impacts from climate-related events, the Clients may be vulnerable to the following: risks of property damage to the Clients’ investments; indirect financial and operational impacts from disruptions to the operations of the Clients’ investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage for investments in areas subject to severe weather; decreased net migration to areas in which investments are located, resulting in lower than expected demand for both investments and the products and services of the Clients’ investments; increased insurance claims and liabilities; increase in energy costs impacting operational returns; changes in the availability or quality of water, food, or other natural resources on which the Clients’ business depends; decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; adverse effects of regulation at state, local, federal, and international levels aimed at mitigating and adapting to climate change; regulatory and litigation risk (e.g., changing legal requirements that could result in increased permitting and compliance costs, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to

climate impacts), and economic disruptions arising from the foregoing. New climate change-related laws and regulations, or interpretations of existing laws, may result in enhanced disclosure obligations that could negatively affect the Adviser and the Client’s portfolio investments, and also materially increase the Adviser’s regulatory burden. For example, California’s recently-adopted climate disclosure laws will require entities meeting certain revenue threshold and operating requirements to disclose their Scope 1, 2, and 3 greenhouse gas emissions, along with climate-related risk reports. Increased regulations generally increase the costs to the Adviser, Clients, and their portfolio investments, and those higher costs may continue to increase if new laws require additional resources, including spending more time, hiring additional personnel, or investing in new technologies. Moreover, significant increases in regulatory compliance expenses may negatively impact Clients and their portfolio investments. In addition, a Client’s portfolio investments could face transition risk if carbon-related regulations or taxes are implemented. Even if not directly applicable, these and similar laws may have indirect effects on the Adviser, Clients, and their portfolio investments including with respect to exit considerations and market expectations for collecting and reporting sustainability-related information. There remains uncertainty as to how these laws will be applied and whether these laws will withstand pending and future legal challenges. Changes to Benchmark Rates. To the extent that a Client’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including, Secured Overnight Financing Rate (“SOFR”) or other rates (each, a “Benchmark Rate”), the Client may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments, and other market participants have transitioned historical instruments and contracts away from the London Interbank Offered Rate (“LIBOR”) to new Benchmark Rates. This transition includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Clients and their portfolio investments; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects. Significant effort may be required to transition to the use of new alternative reference rates, including to address the changes to impacted systems and processes, as well as to negotiate and implement necessary changes to existing contractual arrangements. SOFR Risk. SOFR is a relatively new index rate calculated based on short-term repurchase agreements backed by U.S. Treasury Instruments. While LIBOR was an unsecured rate, SOFR is a secured rate. SOFR, unlike LIBOR, reflects actual market transactions. Accordingly, SOFR is not the economic equivalent of what LIBOR was historically. Consequently, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, monetary policy, bank credit risk, market volatility, or global or regional economic, financial, political, regulatory, judicial, or other events. Additionally, because SOFR is published by the Federal Reserve Bank of New York based on data received from other sources, the Adviser has no control over its determination, calculation, or

publication. There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the Clients. If the manner in which SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on SOFR-linked floating rate instruments and the trading prices of such instruments. Additionally, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates. Although occasional, increased daily volatility in SOFR would not necessarily lead to more volatile interest payments, the return on and value of SOFR-linked floating rate instruments may fluctuate more than floating rate instruments that are linked to less volatile rates. All of the foregoing risks may affect the performance of the applicable bonds and loans in which a Client invests, which in turn may adversely affect the performance of the Client. Trade Policy. Political leaders in the United States and certain European nations have in the past been elected on protectionist platforms, fueling doubts about the future of global free trade. The U.S. government, in particular, has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries, and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. Governments of other countries have introduced, or may in the future introduce, protectionist and other similar trade policies that could adversely affect free trade. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect the financial performance of the Clients and their portfolio investments. Additionally, the United States has authorized and imposed significant blocking sanctions against certain Russian persons, including persons determined to be operating in the Russian technology or defense sectors; designated Russian government officials; designated persons engaging in certain activity on behalf of the Russian government (e.g., cyber hacking); designated Russian government entities and state-owned entities; and designated persons involved in disrupting energy supplies. Furthermore, the United States maintains a nearly comprehensive prohibition on primary and secondary trade of most Russian and Russia-linked securities as well as on most new investment in Russia. These developments and any future actions by the United States or Russia arising from or contributing to the further deterioration of relations between the United States and Russia could result in significant disruption in regional and global markets and could have material adverse consequences on the investments of a Client, including on portfolio investments that could be affected or targeted by any sanctions or other regulatory actions. Market, economic, and political conditions can negatively impact funds such as the Clients. Trade tensions, for example, between the United States and China, as well as other countries, give rise to concerns about economic and geopolitical stability and have had and likely will continue to have an adverse impact on global economic conditions. This continuing trade dispute has already had, and if it remains unresolved, could lead to additional, adverse economic effects on global markets, and negatively affect portfolio investments of Clients. In addition, a continued trade dispute between the United States and China would be an ongoing source of instability, potentially resulting in significant currency fluctuations, or have other adverse effects on international markets, international trade agreements, or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory, or otherwise), which could present similar or additional

potential risk and consequences for Clients and their portfolio investments. If the trade tensions between the United States and China continue or escalate, or if additional tariffs, trade restrictions, economic sanctions, export controls, or retaliatory measures are implemented by the United States, China, or other countries in connection with trade disputes or otherwise, there could be material adverse effects on the global economy, and Clients and their portfolio investments could be materially and adversely affected. Business Risks. The Clients’ investment portfolios are expected to consist primarily of securities issued by non-public operating companies and non-public companies holding interests in real estate, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in competitive environment, changes in national or international economic and market conditions and changes in laws, regulations, trade barriers, commodity prices and controls, fiscal policies, or political conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks (and corresponding sanctions), security operations, infectious disease outbreaks, epidemics, and pandemics. The possibility of partial or total loss of capital will exist. Investment in Junior Securities. Certain Clients are authorized to invest in securities that are among the most junior in a portfolio investment’s capital structure and, thus, subject to the greatest risk of loss. Generally, there may not be sufficient collateral to cover a Client’s investment in the event of a portfolio investment default on its credit agreements. Concentration of Investments. Each Client will participate in a limited number of investments and may seek to make several investments in one industry or one industry segment and/or within a short period of time. As a result, a Client’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect its aggregate return. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Client requires an extended period of time to raise such capital commitments, such Client may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Client will likely invest in fewer portfolio investments and/or decline certain investment opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Client’s organizational expenses could be higher if its fundraising period continues for an extended period. REIT Investment Risks. Certain investments by the Clients may be in securities that are or become publicly traded (including publicly traded real estate investment trusts (“REITs”)) and are therefore subject to the risks inherent in investing in public securities. Such investments will involve economic, political, interest rate, and other risks, any of which could result in an adverse change in the market price. In addition, in some cases a Client will be prohibited by contract or other limitations from selling such securities for a period of time so that the Client may be unable to take advantage of favorable market prices. REITs are also affected by changes in the value of their underlying properties and by borrower or tenant defaults. Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in financing a limited number of projects. REITs depend generally on their ability to generate cash flow to make distributions to shareholders, and certain REITs have self-liquidation

provisions by which mortgages held could be paid in full and distributions of capital returns could be made at any time. In addition, the performance of a REIT could be affected by changes in the tax laws or by its failure to qualify for tax-free pass-through of income. Real Estate Investment Risks. Investments related to real property are subject to varying degrees of risk. The yields available from equity investments in real estate depend in large part on the amount of income generated and expenses incurred. If the investments do not generate revenues sufficient to meet operating expenses, including debt service, tenant improvements, leasing commissions, and other capital expenditures, a Client may be required to borrow additional amounts to cover fixed costs, and the cash flow of the Client and its ability to make distributions to investors will be adversely affected. Although the Clients will be investing in a range of investments, all real estate investments are speculative in nature, and the possibility of partial or total loss of capital exists. Real estate values are affected by a number of factors, including, but not limited to: (i) changes in the general economic climate or in national or international economic conditions; (ii) local conditions (such as an oversupply of space or a reduction in demand for space); (iii) the quality and philosophy of management; (iv) competition based on rental rates; (v) attractiveness, type, and location of the properties and changes in the relative popularity of commercial properties as an investment; (vi) financial condition of tenants, buyers, and sellers of properties, including successor liability for investments in existing entities (e.g., buying out a distressed partner or acquiring an interest in an entity that owns a real property); (vii) quality of maintenance, insurance, and management services; (viii) changes in real estate tax rates and other operating costs and expenses; (ix) energy and supply shortages; (x) changes in interest rates and the availability of mortgage funds and other financing which may render the sale or refinancing of properties difficult or impracticable; (xi) uninsured losses or delays from casualties or condemnation; (xii) government regulations (including those governing usage, improvements, zoning, and taxes) and fiscal policies; (xiii) potential liability under changing environmental and other laws; (xiv) risks and operating problems arising out of the presence of certain construction materials; (xv) structural or property level latent defects; (xvi) acts of God, terrorist attacks, war (declared or undeclared), work stoppages, shortages of labor, strikes, union relations and contracts, fluctuating prices, and supply of labor and/or other labor-related factors; (xvii) increased mortgage defaults; (xviii) negative developments in the economy that depress travel activity; (xix) environmental liabilities and contingent liabilities on disposition of assets; (xx) changes in applicable laws; and (xxi) other factors beyond the control of the Adviser. Investments in existing entities (e.g., buying out a distressed partner or acquiring an interest in an entity that owns real property) could also create risks of successor liability. A Client’s investments will be subject to various risks which may cause fluctuations in occupancy, rental rates, operating income, and expenses or which may render the sale or financing of its properties difficult or unattractive. For example, following the termination or expiration of a tenant’s lease there may be a period of time before the Client will begin receiving rental payments under a replacement lease. During that period, a Client will continue to bear fixed expenses such as interest, real estate taxes, maintenance, and other operating expenses. In addition, declining economic conditions may impair a Client’s ability to attract replacement tenants and achieve rental rates equal to or greater than the rents paid under previous leases. Increased competition for tenants may require a Client to make capital improvements to properties which would not have otherwise been planned. Any unbudgeted capital improvements that a Client undertakes may divert cash that would otherwise be available for distribution to the investors. Ultimately, to the extent that a Client is unable to renew leases or re-let space as leases expire, decreased cash flow from tenants will

result, which could adversely impact the Client’s operating results. Real estate investments are relatively illiquid and, therefore, the Adviser’s or its affiliates’ ability to vary a Client’s portfolio investments promptly in response to changes in economic or other conditions could be limited. While investments can generally be sold at any time, it is not generally expected that a sale will occur for a number of years after the investment is made. Investments in Real Estate Debt. A Client may hold direct or indirect investments in certain real estate-related debt instruments. In addition to the risks of borrower default (including loss of principal and nonpayment of interest) and the risks associated with real estate investments generally, real-estate related debt investments are subject to a variety of risks, including the risks of illiquidity, lack of control, mismanagement or decline in value of collateral, contested foreclosures, bankruptcy of the debtor, claims for lender liability, violations of usury laws, and the imposition of common law or statutory restrictions on the exercise of contractual remedies for defaults of such investments. Debt investments have special inherent risks relative to collateral value. In the event of default, the source of repayment is limited to the value of the collateral and may be subordinate to other lien holders (and the collateral value of the property may be less than the outstanding amount of the investment). Real estate loans acquired by a Client may be at the time of their acquisition, or may become after origination, participation, or acquisition, non-performing for a wide variety of reasons. Non-performing real estate loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and a substantial write-down of the principal of such loan. To the extent that a Client purchases partial interests in non-performing loans, the Client may not have control over the workout process and the management of the real estate assets. It may be necessary or desirable to foreclose on collateral securing one or more real estate loans purchased by a Client, and the foreclosure process can be lengthy and expensive. Borrowers often resist foreclosure actions by asserting numerous claims, counterclaims, and defenses against the holder of a real estate loan including, without limitation, lender liability claims and defenses, even when such assertions have no basis in fact, in an effort to prolong the foreclosure action. In some states or other jurisdictions, foreclosure actions can take up to several years or more to conclude. During the foreclosure proceedings, a borrower generally has the ability to file for bankruptcy, potentially staying the foreclosure action, and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and disrupts ongoing leasing and management of the property. Development and Construction or Renovation Risks. A Client’s investments may include acquisition of direct or indirect interests in undeveloped land or underdeveloped real property (which may often be non-income producing), real estate developments and/or redevelopments, real property subject to a comprehensive renovation strategy, and/or businesses that engage in real estate development or redevelopment. To the extent that the Client invests in such assets or activities, it will be subject to the risks normally associated with such assets and development, redevelopment, and/or renovation activities, including the possibility of development, construction, and/or renovation cost overruns and delays due to various factors, including risks beyond the Client’s control, such as inclement weather, labor or material shortages, and timely receipt of zoning and other regulatory approvals, the availability of both construction and permanent financing on favorable terms, and market or site deterioration after acquisition. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the Client, its operation, and its financial condition. Properties under

development or properties acquired for development, re-development, or renovation may receive little or no cash flow from the date of acquisition through the date of completion of such activity and may continue to experience operating deficits after the date of completion. In addition, market conditions may change during the course of, or following the completion of, any development, redevelopment, or renovation that make such activity less attractive than at the time it was commenced. In addition, investments in new development activities could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any entity in which a Client invests, the Client may suffer a partial or total loss of capital invested in that entity. There can be no assurance that any such losses will be offset by gains (if any) realized on a Client’s other investments. Risks of Leasing. In some instances, a Client’s properties are expected to be pre-leased prior to acquisition and/or development or redevelopment, and, in other cases, properties will be developed or renovated on a speculative basis for which there is no significant pre-leasing, if any. To the extent that a Client is unable to lease space in its properties on or before completion of their construction or renovation, the Client will be subject to the risk of an inability to find suitable tenants on leasing terms the Client seeks to obtain. This may require the Client to offer substantial leasing concessions or suffer significant vacancies in its properties. Financial Condition of Tenants. Adverse changes in the operation of any property, or the financial condition of any tenant, could have an adverse effect on a Client’s ability to collect rent payments and, consequently, on its ability to make distributions of operating cash flow to investors. From time to time, tenants experience a downturn in their businesses, which weaken their financial condition and result in their failure to make rental payments when due. Tenants terminate leases, including before the term ends, for a variety of reasons and sometimes, when termination is not permitted under the terms of the lease itself, tenants stop paying rent. In addition, at any time, a tenant could seek the protection of applicable bankruptcy or insolvency laws, which could result in the rejection and termination of such tenant’s lease or other adverse consequences and thereby cause a reduction in the distributable cash flow received by a Client. No assurance can be given that tenants will not file for bankruptcy protection in the future or, if they do, that their leases will continue in effect. Tenants in certain jurisdictions benefit from certain legal protections and customary contractual provisions that generally do not apply in other jurisdictions. In particular, during the term of a lease in some jurisdictions, a tenant is, in many cases, entitled to seek a rent reduction when market rents decrease, which could thereby expose certain Clients to additional risk of decreasing revenue. Increase in Market Interest Rates. Fluctuations in interest rates could negatively affect Clients or their portfolio investments. Interest rate fluctuations are influenced by numerous factors, including, but not limited to, inflation, deflation, unemployment, market dislocations, economic shocks, recessions, depressions, governmental monetary policies, and volatility among U.S. and non-U.S. financial markets. Interest rate fluctuations may be protracted or acute. Fluctuations in interest rates may be significant and/or unexpected and may impact the U.S. and non-U.S. financial markets at large. If interest rates increase, so could a Client’s or portfolio investment’s interest cost for new debt, including variable rate debt obligations under any credit facility or other financing. This increased cost could make the financing of any acquisition more costly. Rising interest rates could

limit the Client’s ability to refinance existing debt when it matures or cause it to pay higher interest rates upon refinancing, which would negatively impact liquidity and profitability. As discussed below, Clients make use of leverage by incurring or having a portfolio investment incur debt to finance a portion of an investment in a given portfolio investment. As such, interest rate fluctuations may affect the profitability of these portfolio investments more significantly than others. Similarly, debt investments are also subject to risks associated with interest rate fluctuations which may impact the likelihood that an issuer will default in the payment of principal and/or interest on a debt instrument. Therefore, the structure and nature of a Client’s or a portfolio investment’s debt are important factors affecting returns. In addition, an increase in interest rates could decrease the access third parties have to credit or the amount they are willing to pay for the Client’s assets. Bad Boy Guarantees. Generally, commercial real estate financings (other than construction loans) are structured as non-recourse to the borrower, which limits a lender’s recourse to the property pledged as collateral for the loan, and not the other assets of the borrower or to any parent of the borrower, in the event of a loan default. However, lenders customarily will require that a creditworthy parent entity enter into so-called recourse carveout guarantees to protect the lender against certain bad-faith or other intentional acts of the borrower in violation of the loan documents. A bad boy guarantee typically provides that the lender can recover losses from the guarantors for certain bad acts, such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, voluntary incurrence of prohibited debt, and environmental losses sustained by the lender. In addition, bad boy guarantees typically provide that the loan will be a full personal recourse obligation of the guarantor, for certain actions, such as prohibited transfers of the collateral or changes of control and voluntary bankruptcy of the borrower. It is expected that the financing arrangements with respect to a Client’s investments generally will require bad boy guarantees from the Client, and in the event that such a guarantee is called, the Client’s assets could be adversely affected. Moreover, a Client’s bad boy guarantees could apply to actions of the joint venture partners associated with the Client’s investments. While the Adviser expects to negotiate indemnities from such joint venture partners to protect against such risks, there remains the possibility that the acts of such joint venture partner could result in liability to the Client under such guarantees. The Client may provide bad boy guarantees on behalf of other investment vehicles, alternative investment vehicles, or co-investment vehicles and may in certain circumstances, but shall not be required to, receive a fee or other consideration for providing guarantees for the benefit of such other investment vehicles. Environmental Liabilities. A Client may be exposed to substantial risk of loss arising from investments involving undisclosed or unknown environmental, health, or occupational safety matters, or inadequate reserves, insurance, or insurance proceeds for such matters that have been previously identified. Under various U.S. federal, state, and local laws, ordinances, and regulations, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. Such laws may impose joint and several liability, which can result in a party being obligated to pay for greater than its share, or even all, of the liability involved. Such liability may also be imposed without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The cost of any required remediation and the owner’s liability therefore as to any property are generally not limited under such laws and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate contamination from such substances, would adversely affect the owner’s ability to sell the real estate or to borrow funds using

such property as collateral, which could have an adverse effect on a Client’s return from such investment. Environmental claims with respect to a specific investment could exceed the value of such investment, and under certain circumstances, subject the other assets of the Client to such liabilities. In addition, some environmental laws create a lien on contaminated property in favor of governments or governmental agencies for costs they incur in connection with the contamination. The ongoing presence of environmental contamination, pollutants, or other hazardous materials on a property (whether known at the time of acquisition or not) could also result in personal injury (and associated liability) to persons on the property and persons removing such materials, future or continuing property damage (which would adversely affect property value), or claims by third parties, including as a result of exposure to such materials through the spread of contaminants. In addition, a Client’s operating costs and performance may be adversely affected by compliance obligations under environmental protection statutes, rules, and regulations relating to investments of the Client, including additional compliance obligations arising from any change to such statutes, rules, and regulations. Statutes, rules, and regulations may also restrict development and use of property. Certain clean-up actions brought by governmental agencies and private parties could also impose obligations in relation to a Client’s investments and result in additional costs to the Client. Further, even in cases where a Client is indemnified by the seller with respect to an investment against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the ability of the Client to achieve enforcement of such indemnities. Harmful Mold and Other Air Quality Issues. When excessive moisture accumulates in buildings or on building materials, mold may grow, particularly if the moisture problem remains undiscovered or is not addressed over time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses, and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of a Client’s properties could require the Client to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose a Client to liability from its tenants, employees of its tenants, and others if property damage or health concerns arise. Americans with Disabilities Act and Similar Laws. Under the Americans with Disabilities Act of 1990 (the “ADA”), all public accommodations must meet federal requirements related to access and use by disabled persons. If one or more of the properties in a Client’s portfolio does not comply with the ADA, then a Client may be required to incur costs to bring the property into compliance, which may or may not have been foreseen at the time of acquisition. Future changes to federal, state, and local laws also may require modifications to a Client’s properties, or restrict a Client’s ability to renovate its properties. A Client cannot predict the ultimate cost of compliance with the ADA or other legislation. If a Client incurs substantial costs to comply with the ADA and any other similar legislation, the Client’s financial condition, results of operations, cash flow, cash available for distribution, and ability to satisfy its debt service obligations could be materially adversely affected.

Casualty and Condemnation. Investments in real estate are subject to the risks of partial or total condemnation in accordance with applicable law or regulation and casualty, whether arising from destruction by fire, earthquake, flood, hurricane, or otherwise. In either case, a Client’s investments (depending on such investments’ status as lender, borrower, or equity owner) may be subject to one or more of the following liabilities: (i) lenders may require prepayments of outstanding loans with any proceeds arising from a casualty or condemnation recovery event (i.e., insurance coverage); (ii) insurance coverage may not be sufficient to cover renewal of an investment; (iii) renovations or developments with respect to an investment may be delayed; and (iv) a seller may bear the risk of loss for such casualty or condemnation in connection with the disposition of an investment through the date of disposition. Risks Relating to Data Center Properties. The Clients will be in the business of owning, acquiring, developing, and operating data centers. A reduction in the demand for data center space, power, or connectivity is likely to have a greater adverse effect on a Client than if it owned a portfolio of investments with a less specialized use. The development activities of such properties also make a Client particularly susceptible to general economic slowdowns, as well as adverse developments in the data center, internet and data communications, and broader technology industries. Any such slowdown or adverse development could lead to reduced corporate IT spending or reduced demand for data center space. Demand may also decline due to business relocations, changes in industry practice, or technological shifts that reduce the need for physical data center infrastructure. Data center operations are subject to risks of equipment failure, service interruptions, and physical damage that could result in tenant service disruptions, data losses, liability under lease terms, and reputational harm. Critical systems, including cooling equipment, generators, backup batteries, uninterruptible power supply systems, routers, switches, fire suppression systems, and other infrastructure, are subject to breakdown or malfunction due to human error, mechanical failure, power outages, telecommunications failures, inadequate maintenance, physical or cybersecurity breaches, computer viruses, software or network failures, and system complexity. Data center properties are also vulnerable to damage or destruction from natural disasters, extreme weather events, water damage, and intentional acts such as terrorism, sabotage, or vandalism. Leases with tenants often include service level commitments regarding electrical output, uptime, and environmental conditions, and any failure to meet these commitments—whether due to equipment failure, infrastructure inadequacy, or other causes—could subject the Clients to financial liability, tenant termination rights, lease non-renewal, or credits and billing abatements. The total destruction or severe impairment of a data center property could result in significant loss of revenue and tenant relationships. A significant portion of current demand for data center capacity is being driven by AI workloads and related infrastructure requirements. There is a risk that such demand reflects speculative investment in AI technologies that may not be sustained over time. If AI-related demand fails to materialize as anticipated, contracts, or proves to have been overstated, the data center sector could experience reduced occupancy rates, downward pressure on rental rates, declining asset valuations, and increased competition for a smaller pool of tenants. The Clients may be exposed to these risks to the extent their properties are positioned to serve AI-related tenants or have been developed, acquired, or valued based on assumptions regarding continued growth in AI-driven demand.

The development, expansion, and operation of data center properties are subject to increasing environmental regulation at the federal, state, and local levels. Data centers consume substantial amounts of electricity and, in many cases, significant quantities of water for cooling purposes. Regulatory authorities may impose stricter requirements on water usage, wastewater discharge, carbon emissions, energy efficiency, the use of certain refrigerants or cooling technologies, and sustainability reporting and disclosure obligations. Compliance with existing or future environmental regulations may require significant capital expenditures, limit the Clients' ability to develop or operate properties in certain jurisdictions, increase operating costs, or expose the Clients to fines, penalties, or litigation. Additionally, certain tenants may impose their own sustainability requirements as a condition of leasing, which could further constrain design and operational flexibility or require additional investment. Data center properties are heavily dependent on access to reliable and sufficient electrical power, and the availability of such power is increasingly constrained in many markets. The Clients will rely on third-party utilities to supply power to their properties, and such utilities may fail to deliver power in adequate quantities or on a consistent basis, with limited recourse available to the Clients. If utility-supplied power is insufficient or interrupted, the Clients may be required to operate on-site backup generators, typically at significantly higher cost than utility power, and may not be able to pass such increased costs through to tenants. Utility grid capacity limitations, delays in obtaining utility interconnections, permitting backlogs, and competition from other large power consumers may impede or delay the development of new data center capacity or the expansion of existing facilities. Data centers may also be exposed to volatility in energy prices, particularly in jurisdictions where electricity costs are not subject to long-term fixed-rate arrangements. Municipal utilities experiencing financial distress may increase rates to address budget shortfalls unrelated to the cost or demand for electricity, and utilities may be subject to increasing regulation, including wildfire mitigation requirements and other measures, that raise the cost of power. Additionally, utilities dependent on particular fuel sources may be exposed to price volatility for coal, oil, natural gas, or other fuels, which costs may be passed through to customers. The Clients' ability to procure renewable energy to meet tenant requirements or regulatory mandates may be limited by supply constraints, transmission capacity, or the terms on which such energy is available. To the extent the Clients or their properties remain dependent on fossil fuel-generated power, they may face reputational risks, increased regulatory burdens, or reduced tenant demand from organizations with net-zero or sustainability commitments. The Clients' ability to meet existing tenant requirements or secure new leases may also be constrained by the capacity to provide sufficient electrical power and cooling to support increasingly power-dense IT equipment and high-performance computing workloads. Upgrading or adding power and cooling infrastructure is difficult, expensive, and timeconsuming, and may be limited by third-party factors such as utility provider capacity, the availability of equipment, and the ability to obtain necessary permits and approvals. Failure to timely deploy adequate infrastructure could limit occupancy rates, prevent the Clients from meeting tenant requirements, or result in the loss of tenants, and the Clients may not be able to recover the costs of such upgrades from tenants. Data center development projects may encounter significant opposition from local communities and governmental authorities. Concerns regarding noise, traffic, visual impact, strain on local infrastructure (including water and power systems), environmental impact, and the perceived incompatibility of industrial-scale facilities with residential or commercial neighborhoods may result in organized opposition to proposed projects. Such opposition may delay or prevent the

issuance of zoning approvals, land use entitlements, building permits, or utility interconnection agreements. Even where entitlements are obtained, litigation or administrative challenges by community groups or local stakeholders could result in project delays, increased costs, or unfavorable modifications to project plans. These risks are heightened in jurisdictions where data center development is a relatively new land use or where prior projects have generated controversy. The data center sector is subject to growing legislative and regulatory scrutiny at the federal, state, and local levels. Policymakers and regulators have expressed concerns regarding the concentration of critical digital infrastructure, the market power of large technology companies and hyperscale data center operators, the energy consumption and environmental footprint of data centers, and the potential for data centers to strain local resources. This increased attention may result in new laws or regulations that impose additional compliance obligations, restrict development or operational practices, mandate community benefit agreements, or otherwise increase the cost or complexity of owning and operating data center properties. The Clients and their tenants may also be required to comply with evolving data privacy, data security, and cybersecurity laws and regulations in multiple jurisdictions, including at the federal, state, and international levels, which could impose additional compliance costs, operational restrictions, or liability risks. The Clients' tenants, many of which may be large technology companies, may themselves be subject to regulatory actions that could affect their operations, their demand for data center space, or the terms on which they are willing to enter into leases. The tax treatment of data center properties and operations is subject to change and may vary significantly by jurisdiction. Many jurisdictions have offered tax incentives, including property tax abatements, sales tax exemptions, and other benefits, to attract data center investment. These incentives may expire, be reduced, or be eliminated, and there can be no assurance that they will be renewed or extended on favorable terms. In addition, jurisdictions that have not historically offered such incentives may impose new or increased taxes on data center properties or operations, including property taxes, utility taxes, or taxes on data processing or digital services. Changes in tax treatment could materially increase the Clients' operating costs, reduce net operating income, and adversely affect the value of data center properties. Demand may also be adversely affected if potential tenants choose to develop, expand, or consolidate into their own data centers rather than leasing from the Clients. Mergers or consolidations among technology companies could further reduce the pool of potential tenants and increase tenant concentration risk. If a data center property loses a tenant, there can be no assurance of replacing that tenant at a competitive rate or at all. Any of the foregoing factors could materially adversely affect a data center's financial condition, results of operations, cash flow, cash available for distribution, and ability to satisfy debt service obligations, which would in turn have an adverse effect on a Client. Regulatory and Legal Risks Related to Life Sciences Properties. The Clients will compete with many other entities for acquisitions of medical office buildings (“MOBs”), life science properties, and healthcare-related facilities, including national, regional, and local operators, acquirers, and developers of healthcare real estate properties. The competition for healthcare real estate properties may significantly increase the price for MOBs, life science properties, and healthcare-related facilities or other real estate related assets a Client seeks to acquire, and competitors may succeed in acquiring those properties or assets themselves. In addition, potential acquisition targets may find

a Client’s competitors to be more attractive because they may have greater resources, may be willing to pay more for the properties, or may have a more compatible operating philosophy. In particular, large healthcare REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. This competition will result in increased demand for these assets and therefore increased prices paid for them. Because of an increased interest in single-property acquisitions among tax-motivated individual purchasers, a Client may pay higher prices if it purchases single properties in comparison with portfolio acquisitions. MOBs and life science properties are typically highly customized and may not be easily adapted to non-healthcare-related uses. A new or replacement operator or tenant may require different features in a property, depending on that operator’s or tenant’s particular operations. If a current operator or tenant is unable to pay rent and vacates a property, the Client may incur substantial expenditures to modify a property before it is able to secure another operator or tenant. Also, if the property needs to be renovated to accommodate multiple operators or tenants, a Client may incur substantial expenditures before it is able to re-lease the space. These expenditures or renovations may have a material adverse effect on a Client’s operations and the ability to make distributions to investors. MOBs and life science properties are used by tenants in science and technology industries, many of whom rely on intellectual property protection. Tenants’ businesses could be adversely affected if the science and technology industries are impacted by an economic, financial, or banking crisis, if there are changes in the intellectual property protection available to tenants, or if the science and technology industries migrate from the U.S. to other countries. Any adverse effect on a tenant’s business may, in turn, have a material adverse effect on a Client’s operations and the ability to make distributions to investors. In addition, many life science tenants engage in research and development activities that involve controlled use of hazardous materials, chemicals, and biological and radioactive compounds. The Clients and their tenants must comply with federal, state, and local laws and regulations governing the use, manufacture, storage, handling, and disposal of hazardous materials and waste products. In the event of contamination or injury from the use of these hazardous materials, the property owner could be held liable for damages that result, which, in addition to any failure to comply with these laws and regulations, could adversely affect a Client’s operations and the ability to make distributions to investors. Furthermore, the healthcare industry is heavily regulated by federal, state, and local governmental bodies. A Client’s tenants in the healthcare industry generally will be subject to laws and regulations covering, among other things, licensure, certification for participation in government programs, and relationships with physicians and other referral sources, and the privacy and security of individually identifiable health information. New laws and regulations, changes in existing laws and regulations, or changes in the interpretation of such laws or regulations could negatively affect the financial condition of a Client’s tenants. These changes, in some cases, could apply retroactively. The enactment, timing, or effect of legislative or regulatory changes cannot be predicted. In addition, certain of a Client’s MOBs, life science properties, and healthcare-related facilities and their tenants may require licenses or certificates of need to operate. Failure to obtain a license or certificate of need, or loss of a required license, would prevent a facility from operating in the manner intended. These events could adversely affect a Client’s tenants’ ability to make rent payments to the Client,

which may have a material adverse effect on the Client’s operations and the ability to make distributions to investors. Availability of Insurance against Certain Catastrophic Losses. With respect to properties acquired by the Clients, liability, fire, flood, extended coverage, and rental loss insurance with insured limits and policy specifications that the Adviser believes are customary for similar properties will be maintained. However, certain losses of a catastrophic nature, such as wars, natural disasters, terrorist attacks, or other similar events, are either uninsurable or, insurable at such high rates that to maintain such coverage would cause an adverse impact on the related investments. In general, losses related to terrorism are becoming harder and more expensive to insure against. Most insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums which can greatly increase the total costs of casualty insurance for a property. As a result, not all investments will be insured (or such investments may be underinsured) against terrorism. If a major uninsured loss occurs, the Clients could lose both invested capital in and anticipated profits from the affected investments. Lack of Sufficient Investment Opportunities. The business of identifying and structuring private equity, data infrastructure, and real estate transactions is highly competitive and involves a high degree of uncertainty. It is possible that the Clients will never be fully invested if enough sufficiently attractive investments are not identified. However, regardless of the extent to which the capital commitments of investors are invested (or drawn down to be invested), the investors will be required to bear Advisory Fees with respect to the relevant Client during the investment period based on the entire amount of the investors’ capital commitments to such Client and other amounts as set forth in the Organizational Documents. Dynamic Investment Strategy. While each General Partner generally intends to seek attractive returns for a Client through the investment strategy and methods described herein, the relevant General Partner reserves the right to pursue additional investment strategies and/or modify or depart from its initial investment strategy, investment process, or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the Organizational Documents. A General Partner reserves the right to pursue investments outside of the industries and sectors in which the Adviser has previously made investments or has internal operational experience. Illiquidity; Lack of Current Distributions. An investment in a Client should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for years after the initial investment. Before such time, there may be no return of proceeds invested. Furthermore, the expenses of operating a Client (including any Advisory Fee payable to the General Partner) may exceed its income, thereby requiring that the difference be paid from the Client’s capital, including unfunded capital commitments. Realizations of a Client’s investments may not occur until after the Client’s term, during the Client’s liquidation. The expenses of operating the Client (including, subject to the terms of the Organizational Documents, the Advisory Fee) will continue to accrue during such period.

Availability of Entry Financing; Availability of Additional Financing. A Client’s ability to invest in companies may depend on the availability and terms of debt financing that is required or desirable with respect to such investments. A decrease in the availability of debt financing (or increase in the interest cost) for leveraged transactions, whether due to adverse changes in economic or financial market conditions or a decreased appetite for risk by lenders, would impair the Clients’ ability to consummate investments and would adversely affect a Client’s returns. After a Client has financed an investment, continued development and marketing of products may be required that additional financing be provided from a Client or a third party. No assurance can be made that such additional financing will be available, and no assurance can be made as to the terms upon which such financing may be obtained. Leveraged Investments. The Clients are permitted to make use of leverage by incurring or having a portfolio investment or intermediate entity incur debt to finance all or a portion of certain investments, whether on a temporary or long-term basis. Leverage generally magnifies both a Client’s opportunities for gain and its risk of loss from a particular investment. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. Leverage often imposes restrictive financial and operating covenants on a portfolio investment, in addition to the burden of debt service, and potentially will constrain such portfolio investment’s ability to operate its business as desired and/or finance future operations and capital needs. The leveraged capital structure of portfolio investments will increase the exposure of a Client’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment, or rising interest rates and could accelerate and magnify declines in the value of a Client’s investments in the leveraged portfolio investments in a down market. These risks generally are expected to increase as interest rates rise, including in circumstances where a portfolio investment’s creditworthiness is such that it must borrow at higher interest rates than are available to the relevant Client. In the event any portfolio investment cannot generate adequate cash flow to meet its debt service, a Client may suffer a partial or total loss of capital invested in the portfolio investment, which could adversely affect the returns of a Client. Additionally, lenders would typically have a claim that has priority over any claim by the Clients to the assets of such investment in an insolvency event or proceeding. Furthermore, should the credit markets be limited or costly at the time a Client determines that it is desirable to sell all or a part of a portfolio investment, a Client may not achieve an exit multiple, enterprise valuation, or capitalization rate consistent with its forecasts. Moreover, the companies in which a Client invests generally will not be rated by a credit rating agency. Except where otherwise required by the relevant Organizational Documents, a Client will not be obligated to borrow on behalf of a portfolio investment, even in circumstances where the Client’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio investment. A Client is also permitted to borrow money or guaranty indebtedness on behalf of itself, affiliates (including co-investment vehicles), and certain third parties (such as a guaranty of a portfolio investment’s debt, a letter of credit, or other forms of promise to provide funding) or otherwise be liable therefor, and in many situations, without receiving separate compensation for providing such guarantee or exposure to such liability. The use of leverage by a Client generally also will result in

fees, interest expense, and other costs to such Client that may not be covered by distributions made to such Client or appreciation of its investments. While Client-level borrowings generally will be subject to limitations set forth in the Organizational Documents and interim in nature, asset or immediate entity-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage may remain outstanding. A Client generally is permitted to incur leverage on a joint, several, joint and several, or crosscollateralized basis with one or more other Clients and entities managed, controlled, or formed by the Adviser or any of its affiliates, including through Client subsidiaries and other intermediate entities and may have a right of contribution, subrogation, or reimbursement from or against such entities. Certain co-investors (potentially including Service Providers, third parties, current or former portfolio investment management or personnel, sellers, or members of management that have rolled their interest or reinvested proceeds in the portfolio investment and/or other owners) are not expected to share in incurring such leverage, any related guarantees or the related costs and as a result the Client will disproportionately bear the obligation, risk and/or costs of leverage arrangements. In addition, to the extent a Client incurs leverage (or provides such guarantees), such amounts are permitted to be secured by capital commitments made by such Client’s investors, and such investors’ contributions may be required to be made directly to the lenders instead of such Client. To the extent a Client provides bridge financing to facilitate portfolio investments, it is possible that all or a portion of such bridge financing will not be recouped within the time period specified in the Organizational Documents, in which case the investment would be treated as a permanent investment of the Client. As a result, the relevant Client’s portfolio could become more concentrated with respect to such investment than initially expected or otherwise provided for under the Clients’ investment limitations, certain of which exclude bridge financing investments. Subscription Lines. A Client generally is permitted to enter into a subscription line with one or more lenders in order to finance its operations, including the acquisition, financing, or refinancing of the Client’s investments, as well as to consolidate or make less frequent capital calls to investors. Client-level borrowing subjects investors to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from investors, investors may be obligated to contribute capital on an accelerated basis if the Client fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any investor claim against the Client would likely be subordinate to the Client’s obligations to a subscription line’s creditors. In addition, Client-level borrowing will result in additional partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment, structuring, and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating, or terminating the facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Client’s investors and the terms of the Organizational Documents, it may be higher than the interest rate an investor could obtain individually. To the extent a particular investor’s cost of capital is lower than the relevant Client’s cost of borrowing, Client-level borrowing can negatively impact an

investor’s overall individual financial returns even if it increases the Client’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Client-level borrowing typically delays the need for investors to make contributions to a Client, or results in short-term gains to a Client, which in certain circumstances enhances the relevant Client’s internal rate of return calculations and thereby has the potential to benefit the marketing efforts of the General Partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Client’s Carried Interest arrangements will be met. A portfolio investment financing from a subscription line, rather than from a Client-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances the use of Client-level borrowing can increase the base of a Client’s Advisory Fee calculation, such as during periods where Advisory Fees are based in whole or in part on an acquisition cost that includes a borrowing component. Because Advisory Fees are incurred whether an investment is financed through capital calls or borrowings, and a Client’s preferred return typically does not accrue on outstanding borrowings, the relevant General Partner has an incentive to cause the Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Client-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Client’s investment period, and cause or defer a related change in the basis of the relevant Client’s Advisory Fee calculation under the Organizational Documents. Conflicts of interest also have the potential to arise to the extent that a financing is used to make an investment that is later sold in part to co-investors (including one or more co-investing Clients) as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the relevant Client nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Client and the investors or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the relevant General Partner’s ability to consent to the transfer of an investor’s interest in a Client or impose concentration or other limits on the Client’s investments, and/or financial or other covenants, which could affect the implementation of the Client’s investment strategy and/or an investor’s ability to transfer its interest in a Client. In addition, in order to secure a subscription line, the relevant General Partner may request certain financial information and other documentation from investors to share with lenders. The General Partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more investors. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio investment or other Client subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Client, resulting in additional potential liquidity constraints or other burdens on the relevant portfolio investment or Client subsidiary. Client-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a General Partner to fund investments and pay partnership expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital (including amounts that would have represented multiple capital calls or investment closings absent the use of a subscription line) at once to repay the then-current amount outstanding under the subscription line could cause short-term liquidity concerns for investors that would not arise had the relevant General

Partner called smaller amounts of capital incrementally over time as needed by a Client. This risk would be heightened for an investor with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the investor to meet the accumulated, larger capital calls at the same time. A General Partner is authorized to use Client-level borrowing to pay Advisory Fees and to reimburse the Adviser for expenses incurred on behalf of the relevant Client. A Client is also permitted to utilize Client-level borrowing when a General Partner expects to repay the amount outstanding through means other than investor capital, including as a bridge for equity or debt capital with respect to an investment. If a Client ultimately is unable to repay the borrowings through those other means, investors would end up with increased exposure to the underlying investment, which could result in greater losses. Such larger capital amounts may increase the magnitude of potential investor defaults. If an investment appreciates in value and is disposed of prior to repayment, the relevant Client generally would apply disposition proceeds to repay the borrowing and related interest and expenses, the absence of invested capital funded by investors potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to investors and increase the potential Carried Interest for the relevant General Partner, as reduced by the interest incurred by the relevant Client. Subject to any limitations in the Organizational Documents, this scenario potentially incentivizes the relevant General Partner to permanently fund the acquisition and ongoing capital needs of a Client’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). Investments and Intermediate Entity-Level Borrowing. Under certain Client Organizational Documents, a Client is generally permitted to incur indebtedness that is secured by any assets of the Client (e.g., asset-based borrowing, as well as “back leverage” and net asset value facilities), and is permitted, directly or indirectly, through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees, or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness is generally permitted to be incurred for any purpose relating to the activities of a Client, including, without limitation, to: finance any investment-related activities of the Client; increase the buying power of the Client; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Client expenses or fund the payment of Advisory Fees or other amounts; make, hold, or dispose of investments; provide financing or refinancing to portfolio investments; fund the payment of amounts to withdrawing investors; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Organizational Documents. Further, the Clients are generally permitted to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio investments that are joined as “qualified borrowers” or “portfolio investment borrowers” under a Client’s financing facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio investments) generally will not share in the obligations, risk, and/or cost of such financing, or the guarantees or other credit support the

relevant Client provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, such Client, and not such other investors or owners, would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio investment performance. Although in many cases the Organizational Documents impose limits on borrowings at the Client level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. Since the Adviser has more flexibility to engage in these structures, and such borrowings are not subject to similar limitations, the Adviser has an incentive to incur significant leverage at the level of intermediate entities or other entities beneath a Client. The negative performance of one asset may materially and adversely affect the performance of other investments or a Client as a whole. Furthermore, depending on the terms of the crosscollateralization and the performance of the underlying assets, it is possible that a Client may ultimately bear a disproportionate share of the risk arising from any guarantees, borrowings, or credit support that are incurred on a cross-collateralized or joint basis with other Clients, special purpose vehicles, or other entities, but a Client will not receive compensation for bearing such risks for other such Clients or special purpose vehicles or other entities. Guarantees. The Clients may guarantee the obligations of a portfolio investment on behalf of itself, affiliates (including co-investment vehicles), and certain third parties, including, but not limited to, the obligations arising from borrowed money or derivatives transactions. Such guarantees may obligate the Clients to pay the portfolio investment’s indebtedness or other obligations if the portfolio investment is unable or unwilling to pay its indebtedness or otherwise meet its obligations. In such situations, the Clients would not be compensated for providing such guarantee or exposure to such liability. Hedging Arrangements. The Adviser is permitted (but is not obligated) to endeavor to manage the Clients’ or any investment’s currency exposures, interest rate exposures, or other exposures, using hedging techniques where available and appropriate. The Clients are permitted to incur costs related to such hedging arrangements, which are permitted to be undertaken in exchange-traded or overthe-counter (“OTC”) contexts, including futures, forwards, swaps, options, and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In some cases, particularly in OTC contexts, hedging arrangements will subject the Clients to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian, or intermediary in connection with such hedging. OTC contracts may expose the Clients to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for the Adviser, the General Partner, and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (“CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Client or an investment to hedge its exposures becomes limited by such requirements. Restricted Nature of Investment Positions. Generally, there will be no readily available market for Client investments, and hence, most of the Clients’ investments will be difficult to value. Certain

investments may be distributed in kind to its investors, consistent with the terms of the relevant Organizational Documents. After a distribution of securities is made to investors, many investors may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such investors may be lower than the value of such securities determined pursuant to the Organizational Documents, including the value used to determine the amount of Carried Interest available to the Adviser with respect to such investment. Projections. Projected operating results of a company in which the Clients invest normally will be based primarily on financial projections prepared by such company’s management, with adjustments to such projections made by the Adviser in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the company and third parties and assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material effect on the reliability of projections. Complex Companies. Clients may invest in the securities of companies that are not growing, or which feature an obvious investment flaw, such as a weak or unsophisticated management team, declining revenues, shrinking margins, product or customer concentration, and processes or a litigation or regulatory overhang. Investments in such complex companies often involve a substantial degree of risk that is generally higher than the risk involved in investing in clean, wellrun, and easily understood businesses with clear growth trajectories. Distressed Investments. The Clients are generally permitted to purchase, directly or indirectly, investments that are experiencing significant financial or business distress, including securities, companies, or real estate assets involved in bankruptcy or other reorganization and liquidation proceedings. Many of these investments ordinarily remain unpaid unless and until the investment is reorganized and/or emerges from bankruptcy proceedings, and as a result may have to be held for an extended period of time. A wide variety of considerations, including, for example, the possibility of litigation between the participants in a reorganization or liquidation proceeding or a requirement to obtain mandatory or discretionary consents from various governmental authorities or others may affect the value of these investments. The uncertainties inherent in evaluating such investments may be increased by legal and practical considerations which limit the Adviser’s access to reliable and timely information concerning material developments affecting an investment, or which cause lengthy delays in the completion of the liquidation or reorganization proceedings. There can be no assurance that the Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful reorganization or similar action. A Client may make investments in non-performing, sub-performing, distressed, undercapitalized, or other troubled real estate and real estate-related assets, which involve a high degree of financial risk. As a result of the speculative nature of a Client’s portfolio investments, the possibility of partial or total loss of capital exists. Investments made in assets operating in workout modes or under bankruptcy, insolvency, or other debtor-protection codes could, if a Client inappropriately exercises control over the management and policies of the debtors, be subordinated or disallowed, and a Client could be liable to third parties in such circumstances. Furthermore, distributions made to a Client in respect of such investments could be recovered if such distributions are found to be a fraudulent

conveyance or preferential payment or the equivalent under the laws of certain jurisdictions. Bankruptcy laws could delay the ability of a Client to realize on collateral for loan positions held by it or adversely affect the priority of such loans through doctrines such as equitable subordination or result in a restructure of the debt through principles such as the “cramdown” provisions of the bankruptcy laws. Non-U.S. jurisdictions present analogous or different credit issues. Inability to Refinance Investment. If a Client makes an investment in a transaction with the intent of refinancing a portion of the equity investment, there is a risk that such Client will be unable to successfully complete the refinancing. There is also a risk that certain investments with financing in place may be difficult or impossible to refinance when the loan matures. The inability to complete a refinancing or to complete one as quickly as originally planned would lead to increased risk as a result of such Client having a larger long-term investment than expected and reduced diversification. In addition, if a loan matured before refinancing could be procured, the lender could foreclose on the collateral, and such Client might suffer losses as a result of that foreclosure. Non-compete Arrangements. Situations may arise in which a Client, the Adviser, and/or its affiliates may be required to enter into certain non-compete or similar exclusivity arrangements with third parties in order to avoid the acquisition of investments which could compete with other investments held by the Clients. While appropriate protections will typically be sought to limit the scope of such non-compete or exclusivity arrangements (for example, by limiting any non-compete or similar exclusivity arrangements by duration, to specifically identified companies and/or according to specific criteria such as business sector or industry, geographical scope of business operations, and/or size of business operations etc.), such non-compete or similar exclusivity arrangements may nonetheless have the effect of restricting the ability of the Client to pursue certain investment opportunities which may otherwise have been considered as potentially suitable for the Client. Enhanced Scrutiny and Certain Effects of Potential Regulatory Changes. There has recently been significant discussion regarding enhanced governmental scrutiny and increased regulation of the private equity and real estate industry. There can be no assurance that any such scrutiny and regulation will not have an adverse impact on the Clients’ activities, including the ability of the Clients to implement operating improvements at portfolio investments or otherwise execute its investment strategy or achieve their investment objectives. In particular, the Clients may be required to incur additional costs and expenses in implementing structural changes in the conduct of the Clients’ business, including to establish greater presence in certain jurisdictions in which the Clients invest or propose to invest, and the Clients may also become directly or indirectly subject to additional tax liabilities (for example, through restrictions on or denial of the deductibility of interest expenses against taxable profits). The foregoing may make it less attractive or impractical to continue to invest in one or more jurisdictions. Additionally, such additional scrutiny may divert the Adviser’s time, attention, and resources from portfolio management activities. Furthermore, the combination of recent scrutiny of alternative asset managers (including private equity and real estate firms) and their investments by various politicians, regulators, and market commentators, and the public perception that certain alternative asset managers, including private equity and real estate firms, contributed to the recent downturn in the U.S. and global financial markets, may complicate or prevent the Clients’ efforts to consummate investments, both in general and relative to competing bidders outside of the alternative asset space. As a result, the Clients may

invest in fewer transactions or incur greater expenses or delays in completing investments than they otherwise would have. Need for Follow-on Investments. Following its initial investment in a given portfolio investment, a Client is permitted to provide additional funds to such portfolio investment or consider the opportunity to increase its investment in a successful portfolio investment, whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents, or for other reasons. There can be no assurance that the Clients will make follow-on investments or that the Clients will have sufficient funds to make all or any of such investments. Any decision by a Client not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a portfolio investment in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made). Additionally, such failure to make such investments will result in a lost opportunity for a Client to increase its participation in a successful portfolio investment or the dilution of a Client’s ownership in a portfolio investment if a third party or co-investor is permitted to invest in such portfolio investment. Bridge Financings. From time to time, a Client may provide financing to portfolio investments on a short-term, unsecured basis in anticipation of a future issuance of more permanent, long-term equity, or debt securities in order to facilitate investments, to enhance or protect the value of existing investments, or otherwise in connection with an investment. However, for reasons not always in a Client’s control, such long-term securities may not be issued, and such bridge financing may remain outstanding. If that happens, the interest rate on such loans generally would not adequately reflect the risk associated with the unsecured position taken by the Client. Non-U.S. Investments. Investments in non-U.S. securities or instruments involve certain factors not typically associated with investing in U.S. securities and instruments, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which the Clients’ non-U.S. investments may be denominated (including risks associated with potentially rapid inflation), and costs associated with conversion of investment principal and income from one currency into another; (ii) exposure to fluctuations in interest rates payable with respect to the instruments in which the Client invests; (iii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights, and other matters; (iv) differences between the U.S. and non-U.S. securities markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets; (v) the absence of uniform accounting, auditing, and financial reporting standards, practices, and disclosure requirements, and less (or more) government supervision and regulation; (vi) certain economic, social, and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, the risks of political, economic, governmental, or social instability, including the risk of sovereign defaults, regulatory change, and the possibility of expropriation or confiscatory taxation; (vii) the possible imposition of non-U.S. taxes on income, gains, and gross sales or other proceeds recognized with respect to such securities or instruments; (viii) the application of complex U.S. and non-U.S. tax rules to cross-border investments; (ix) possible non-U.S. tax return filing requirements for the Clients; (x) differing and potentially less well-developed or well-tested corporate laws regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties, and the protection of investors; (xi) differences in the legal and regulatory environment or enhanced legal and regulatory compliance;

(xii) political hostility to investments by investors; and (xiii) less publicly available information. Non-U.S. Currency Risks. The Clients’ investments that are denominated in non-U.S. currencies are subject to the risk that the value of the particular currency in which such investment is denominated will change in relation to the U.S. dollar. Factors that may affect currency values include, but are not limited to, trade balances between nations, the level of short-term interest rates, differences in relative value of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. The Clients may incur costs in converting investment proceeds from one currency to another. The Adviser may, but it is under no obligation to, employ hedging techniques to manage exposure, although there can be no assurance that such strategies will be effective. Investments in the Technology Sector. The Clients invest in the technology sector. Businesses operating in this sector are challenged by various factors, including rapidly changing market conditions and/or participants, new competing products, changing consumer preferences, short product life cycles, services, and/or improvements in existing products, exposure to a high degree of governmental regulation, and the possibility of lawsuits related to intellectual property. There can be no assurance that products or services sold by such businesses will not be rendered obsolete or adversely affected by competing products and services or that such companies will not be adversely affected by other challenges. Valuations of technology companies are volatile, and in the event that the technology sector valuations decline, returns to investors from any portfolio investments involved in the technology industry will likely decrease. Moreover, competition can result in significant downward pressure on valuations. Instability, fluctuation, or an overall decline within the technology industry will likely not be balanced by investments in other industries not so affected. Clients or a portfolio investment could, from time to time, receive notices from others claiming a Client or such portfolio investment has infringed their intellectual property rights. The number of these claims could grow because of the rapid rate of change in the technology industry, increased user-generated content, the extensive patent coverage of existing technologies, and the rapid rate of issuance of new patents. Additionally, portfolio investments could use “open source” software in their products. Such open source software is generally licensed by its authors or other third parties under open source licenses. Licensing authors or third parties could allege that a portfolio investment has not complied with the conditions of one or more of these licenses. To resolve these and other intellectual property infringement claims, a Client and/or portfolio investments could enter into royalty and licensing agreements on terms that are less favorable than currently available, stop selling or redesign affected products, or pay damages to satisfy indemnification commitments with customers. These outcomes could cause operating margins to decline. In addition to money damages, in some jurisdictions plaintiffs can seek injunctive relief that could limit or prevent importing, marketing, and selling products that have infringing technologies. In some countries, such as Germany, an injunction can be issued before the parties have fully litigated the validity of the underlying patent. Competition in the Technology Sector. Competitors of the Clients and their portfolio investments may range in size from diversified global companies with significant research and development resources to small, specialized firms whose narrower product lines may let them be more effective in deploying technical, marketing, and/or financial resources. Barriers to entry in the software and

technology industries are low and software products can be distributed broadly and quickly at relatively low cost. Many of the areas in which the Clients and their portfolio investments participate evolve rapidly with changing and disruptive technologies, shifting user needs, and frequent introductions of new products and services. Investments in the Software Sector. The software industry is challenged by various factors, including rapidly changing market conditions and/or participants, new competing products, changing consumer preferences, short product life cycles, services, and/or improvements in existing products, exposure to a high degree of governmental regulation, and the possibility of lawsuits related to intellectual property. The software sector as a whole is highly cyclical. The Clients’ portfolio investments will compete in this potentially volatile environment. There can be no assurance that products or services sold by the portfolio investments will not be rendered obsolete or adversely affected by competing products and services or that the portfolio investments will not be adversely affected by other challenges. Moreover, competition can result in significant downward pressure on pricing. Instability, fluctuation, or an overall decline within the software industry will likely not be balanced by investments in other industries not so affected. Source code is often critical to companies in the software technology sector. If an unauthorized disclosure of a significant portion of source code occurs, a portfolio investment could potentially lose future trade secret protection for that source code. This could make it easier for third parties to compete with such portfolio investment products by copying functionality, which could adversely affect revenue and operating margins. Unauthorized disclosure of source code could also increase security risks (i.e., viruses, worms, and other malicious software programs that attack portfolio investment products and services). Costs for remediating the unauthorized disclosure of source code and other cybersecurity incidents include, among other things, increased protection costs, reputational damage, and loss of market share, liability for stolen assets or information, and repairing system damage that have been caused. Remediation costs could also include incentives offered to portfolio investment customers or other business partners in an effort to maintain the business relationships after a cybersecurity incident. Investment in Data Infrastructure Sector. To the extent a Client invests in data infrastructure assets, the Client’s investments will be subject to the risks incidental to the ownership and operation of data infrastructure assets, including risks associated with the general economic climate, geographic or market concentration, climatic risks, the ability of such Client to manage the investment, government regulations, national and international political circumstances, and fluctuations in interest rates, rates of inflation, or commodity prices such as oil. Since investments in data infrastructure and similar assets, like many other types of long-term investments, have historically experienced significant fluctuations and cycles in value, specific market conditions may result in temporary or permanent reductions in the value of an investment. General economic conditions in relevant jurisdictions, as well as conditions of domestic and international financial markets, may also adversely affect operations of a Client. In particular, because of the long time-lag between the approval of a project and its actual funding, a wellconceived project may, as a result of changes in investor sentiment, the financial markets, or economic or other conditions prior to its completion, become an economically unattractive investment. There can be no assurance that a Client’s investments will be profitable or generate cash flow sufficient to service their debt or provide a return on or recovery of amounts invested therein.

Portfolio investments in which a Client invests may also be subject to additional data infrastructure sector risks, including (i) the risk that technology employed will be not be effective or efficient; (ii) the risk of equipment failures, failure to perform according to design specifications, failure to meet expected levels of efficiency, fuel interruptions, loss of sale, and supply contracts; (iii) changes in power or fuel contract prices, bankruptcy of or defaults by key customers, suppliers, or other counterparties, and tort liability; (iv) risk of changes of values of data infrastructure sector companies; (v) risks associated with employment of personnel and unionized labor; (vi) political and regulatory considerations and popular sentiments that could affect the ability of such Client to buy or sell investments on favorable terms; and (vii) other unanticipated events that adversely affect operations. The occurrence of events related to any of the foregoing could have a material adverse effect on a Client and its investments. These and other inherent business risks could affect the performance and value of a Client’s investments. Investments in the Healthcare Sector. While investments in healthcare companies offer the opportunity for significant gains, such investments also involve a high degree of business and financial risk and can result in substantial losses. Healthcare companies may face intense competition, including competition from companies with greater financial resources, more extensive research and development, sales and marketing, customer services and support, and other capabilities, and a larger number of qualified managerial and technical personnel. Companies in which a Client invests could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment, or an economic downturn. A Client’s portfolio investments may operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources. Healthcare reform continues to be a significant factor in the profitability of companies in which certain Clients intend to invest. The efforts to reform the healthcare delivery system in the U.S. and Europe has resulted in increased pressure on healthcare providers and other participants in the healthcare industry to reduce costs. These competitive forces place constraints on the levels of overall pricing, and thus could have a material adverse effect on profit margins for the companies in which a Client invests. The healthcare industry spends heavily on research and development. Research findings (e.g., regarding side effects or comparative benefits of one or more particular treatments, services or products) and technological innovation (together with patent expirations) may make any particular treatment, service, or product less attractive if previously unknown or underappreciated risks are revealed, or if a more effective, less costly, or less risky solution is or becomes available. Any such development could have a material adverse effect on the companies in which the Clients invest. PIPE Investments. The Clients selectively and opportunistically pursue private investments in public equities (“PIPE”). PIPE investments may be purchased directly from a publicly traded company in a private placement transaction, typically at a discount to the market price of the company’s common stock. In a PIPE transaction, a Client may bear the price risk from the time of pricing until the time of closing. A Client will generally not be able to sell or distribute PIPE investments unless the securities are registered under applicable securities laws or an exemption

from such registration is available. In addition, even after the securities are saleable, it may take a significant period of time for the Client to sell or distribute PIPE securities in an orderly manner during which time profit could have otherwise been realized or loss avoided, and in some cases the Client may be prohibited by contract or law from selling such public company securities for a period of time. In addition, a Client’s sales of thinly traded securities could depress the market value of such securities. These circumstances or events could reduce the Client’s profitability. Public Investment Holdings. Subject to any limitation in the relevant Organizational Documents, a Client generally is permitted to make investments in public companies. In addition, a Client may hold public company investments as a result of a sale of all or a part of such Client’s investment in a portfolio investment, such as when a portfolio investment goes public or is sold to a public company for stock. As a result, a Client’s investment portfolio generally is permitted to contain securities and debt issued by publicly held companies. Such investments subject the Clients to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the Clients to dispose of such securities at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including the principals, and increased costs associated with each of the aforementioned risks. Non-Controlling Investments. The Clients may hold meaningful minority stakes in privately held companies. In addition, during the process of exiting investments, the Clients at times may hold minority equity stakes of any size such as might occur if portfolio holdings are taken public. As is the case with minority holdings in general, such minority stakes will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Consequently, such non-controlling positions may have fewer potential buyers, and the sale process will likely take longer than for the sale of a controlling majority position. In such cases, the Clients will be significantly reliant on the existing management teams and boards of directors of such companies, which may include representatives of other investors with whom the Clients are not affiliated and whose interests may conflict with the interests of the Clients. When taking noncontrol positions, to the extent consistent with applicable regulations, a Client may seek to obtain negative controls and veto rights on major decisions. However, even if a Client has contractual rights to seek liquidity of such Client’s minority interests in such companies, it may be very difficult to sell such interests or seek a sale of such company upon terms acceptable to the Client, especially in cases where the interests of the other investors in such company have different business and investment objectives and goals. As such, there can be no assurance that a Client will be able to control the timing or occurrence of an exit strategy for such portfolio investments in a manner that maximizes or protects value or that that there will be any minority rights or that such rights will provide sufficient protection of the relevant Client’s interests. Director Liability. The Clients will often seek to obtain the right to appoint one or more representatives to the board of directors (or similar governing body) of the companies in which it invests. Serving on the board of directors (or similar governing body) of a portfolio investment exposes a Client’s representatives, and ultimately such Client, to potential liability. Not all portfolio investments may obtain insurance with respect to such liability, and the insurance that portfolio investments do obtain may be insufficient to adequately protect officers and directors from such liability. Although holding board positions could be important to the investing Client’s investment

strategy and could enhance the ability of the Client and the Adviser or its affiliates to manage investments, board participation could also have the effect of impairing the ability to sell the related securities and other financial instruments when and, upon the terms, it could otherwise desire, and could subject the Adviser, its affiliates, and investing Client to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims, and other director-related claims. Material, Non-Public Information. As a result of the operations of the Adviser and its affiliates, as well as in connection with officerships or directorships of Adviser personnel, the Adviser frequently comes into possession of confidential or material, non-public information, which may be relevant to an investment decision to be made by a Client. Consequently, a Client may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or the Adviser’s internal policies. Due to these restrictions, a Client may not be able to make an investment that it otherwise might have made or sell an investment that it otherwise might have sold. Reliance on the General Partner, Professionals, and Personnel. Control over the operation of the Clients, including decisions with respect to structuring, negotiating, purchasing, financing, and divesting portfolio investments, will be vested with the relevant General Partner, and investors generally have no right or power to take part in the management of the Clients. Consequently, investors will be relying on the ability of the relevant General Partner to locate and evaluate the portfolio investments to be made by the Client. The Client’s success will depend in large part on the skill and expertise of the Adviser’s investment professionals and other personnel. There can be no assurance that such personnel will continue to be associated with or remain in the same roles at the Adviser, and a loss of the services of any such personnel for any reason and for any period of time could impair the Adviser’s ability to implement its investment program or avoid losses. In light of ever increasing competition among alternative asset firms, financial institutions, fund sponsors, and other industry participants (including portfolio investments) for hiring and retaining qualified personnel, there can be no assurance that any personnel will continue to be associated with, or remain in the same roles, at the Adviser. Limited Access to Information; Confidentiality. Investors’ rights to information regarding a Client, the relevant General Partner, or the Adviser generally will be specified, and in many cases strictly limited, by the Organizational Documents. In particular, it is anticipated that the General Partner and its affiliates will obtain certain types of material information from or relating to a Client’s investments that will not be disclosed to investors because such disclosure is prohibited, including as a result of contractual, legal, or similar obligations outside of the Adviser’s control. Decisions by the Adviser or its affiliates to withhold information may have adverse consequences for investors in a variety of circumstances. For example, an investor that seeks to transfer its interest in a Client may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for an investor to monitor the Adviser and its performance. Additionally, it is anticipated that investors that designate representatives to participate on a Client’s advisory committee generally will, by virtue of such participation, have more or earlier information about a Client and its investments in certain circumstances than other investors. Investors generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Client succeeds in asserting confidentiality for requested documents and other

materials, and the Adviser reserves the right to withhold certain information from investors subject to such laws for reasons relating to the Adviser’s public reputation, business strategy, or other reasons. Notwithstanding the foregoing, or the provision of any Client’s Organizational Documents, the Adviser will not as a matter of policy interpret any Client’s confidentiality or information rights provisions to: (i) prohibit any investor from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any investor to provide notification that it has made such reports or disclosures. Sanctioned Investors. If after subscribing to a Client, an investor is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities) (a “Sanctions List”), the relevant General Partner will have the sole discretion to determine the resolution, remedy, and manner of compliance of the Client with applicable laws, including, without limitation, a “freeze” on distributions and/or capital calls from the relevant investor and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Clients’ activities, could materially and adversely affect the Clients. CFIUS and National Security Clearance Considerations. Certain investments by a Client that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio investment domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership, and control of interests in the Client and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure,” and “critical technology” companies, including investments involving non-U.S. investors or co-investors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure, or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Client could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations. Any review and approval of a Client investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of the Client’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Client will be able to proceed with, or maintain, such investments on terms acceptable to the Client. Such limitations or restrictions could adversely affect a Client’s performance with respect to such investments (if consummated) and thus the Client’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and

may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Client investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Client’s commitments, which increases the risk that Client investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Client due to the non-U.S. status of an investor or group of investors or other related CFIUS or FIC considerations, the General Partner is permitted to restrict such investor’s or group’s ability to participate in any investment and further, if applicable, restrict such investor’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Client to maintain, or proceed with, any investment on terms acceptable to the Client. Additionally, a Client is permitted to invest in portfolio investments that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connection with such thirdparty investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio investment. In the event that CFIUS reviews such investors’ investments in portfolio investments, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Client as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar non-U.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Client to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Regulation. In August 2023, the President of the U.S. issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum ITs, or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing, and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Client. The OISP restrictions could limit the universe of prospective investments available to a Client, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. International Conflicts and Geopolitical Events. Wars and other international conflicts, such as the Iranian conflict in 2026, the Israeli-Palestinian conflict and the ongoing military conflict between

Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems, and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition, and performance of the Clients or any particular industry, business, or investee country, and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Clients. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Client to source, diligence, and execute new investments and to manage, finance, and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal, and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Client intends to pursue, all of which could adversely affect the Client’s ability to fulfill its investment objectives. Litigation. In the ordinary course of its business, a Client may be subject to litigation from time to time. The outcome of such proceedings may materially adversely affect the value of a Client and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the Adviser’s and its principals’ time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Impact of Government Regulation, Reimbursement, and Reform. Certain industry segments in which the Clients intend to invest are (or may become) (i) highly regulated at both the federal and state levels in the U.S. and internationally and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While the Clients intend to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries are complex, may be ambiguous, or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a Client may invest. Additionally, the SEC has proposed and enacted significant rules that will impact the business of the Adviser and the Clients, and the SEC is expected to propose and/or adopt additional rules in the future. Such current and future rulemaking is expected to materially impact the Adviser and its affiliates, the Clients, and/or their investments. In addition, the Clients are expected to bear increased and significant costs as a result of such enacted and proposed rules. Significant time and resources are expected to be required to comply with new regulations, which potentially will detract from the time and resources dedicated to the Clients.

Change of Law Risk. In addition to the risks regarding governmental regulation and reimbursement, it should be noted that government counterparties or agencies may have the discretion to implement, change, or increase regulation of the Clients’ or a portfolio investment’s operations, or implement laws or regulations affecting the Clients’ or a portfolio investment’s operations, separate from any contractual rights it may have. The Clients or a portfolio investment also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements or subject the Clients or such portfolio investment to certain additional costs, expenses and administrative burdens. Governments have considerable discretion in implementing regulations, including, for example, the possible imposition or increase of taxes on income earned by or from a portfolio investment or gains recognized by a Client on its investment in such portfolio investment, which could impact a portfolio investment’s business and the regulation of derivative transactions and funds that engage in such transactions. Additionally, the outcome of elections over the past few years have created and may continue to create uncertainty with respect to legal, tax, and regulatory regimes in which the Clients and the Adviser and their affiliates, will operate. Any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the asset management industry, tax law, immigration policy and/or government entitlement programs could have a material adverse impact on the Clients and their portfolio investments. Social Media and Publicity Risk. The use of social networks, message boards, internet channels, and other platforms has become widespread within the U.S. and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding the Adviser, the Clients, or one or more portfolio investments could have a material and adverse effect on the value of the Clients. Item 9. Disciplinary Information

Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser’s Chief Compliance Officer as required by Rule 204A-1 under the Advisers Act. The provisions contained in the Code of Ethics help the Adviser detect and prevent potential conflicts of interest. Adviser Personnel who violate the Code of Ethics are subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension, or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required annually to certify compliance with the Code of Ethics. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. A copy of the Code of Ethics is available to any Client or prospective Client upon written request to the Adviser’s Chief Compliance Officer at compliance@gipartners.com. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with the Adviser on the basis of, or otherwise rely on, the provisions thereof. Participation or Interest in Client Transactions The Adviser and certain of its employees and affiliates are generally permitted, subject to the terms of the applicable Organizational Document, to invest in and alongside the Clients, either through the General Partners, as direct investors in the Clients, or otherwise. Additionally, a General Partner or an affiliate, as applicable, will generally reduce all or a portion of the Advisory Fee and Carried Interest or Incentive Allocation related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential investors in a Client (including purchasers of an investor’s interests in a secondary transaction) or a co-investment opportunity (see below) ask different questions and request different information, the Adviser will from time to time provide certain

information to one or more prospective investors in a Client that it does not necessarily provide to other prospective investors or investors in such Client. Conflicts of Interest The Adviser and its related entities engage in a broad range of activities, including, but not limited to, investment activities for their own account and for the account of other investment funds or accounts and the provision of transaction-related, investment advisory, management, and other services to investment vehicles and operating companies. The Adviser will devote such time, personnel, and internal resources as are necessary to conduct the business affairs of the Clients in an appropriate manner, as required by the Organizational Documents of the Clients, although the Clients and their respective investments will place varying levels of demand on the Adviser over time. In the ordinary course of conducting its activities, the interests of a Client will from time to time conflict with the interests of the Adviser, other Clients, or their respective affiliates. Certain of these conflicts of interest, as well as a description of how the Adviser addresses such conflicts of interest, can be found below. The Organizational Documents provide the Adviser with wide-ranging authority to make determinations such as the cessation of a Client’s investment period and the commencement of a successor Client’s investment period (including timing determinations relating to each of the foregoing). Such determinations generally dictate whether a predecessor or successor fund will be allocated investment opportunities and therefore the Adviser faces conflicts of interest in making such determinations. Adviser Personnel reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations, or similar arrangements, and to pay or receive compensation relating to the foregoing. Unless restricted by the Organizational Documents, Adviser Personnel are permitted to serve on boards or act in other roles unaffiliated with the Adviser, the Clients, or their portfolio investments, including boards of charitable and educational institutions, public companies, and former portfolio investments, and receive compensation in connection with such services and roles, none of which will offset or otherwise reduce Advisory Fees. The Adviser is permitted to establish certain investment vehicles through which individuals and entities that are not investors in any Funds invest alongside one or more Funds in one or more investment opportunities. Such vehicles, referred to herein as co-investment vehicles, may, in certain instances, be contractually required to purchase and sell certain investment opportunities at substantially the same time and substantially the same terms as the applicable Fund that is invested in that investment opportunity. Such co-investment vehicles typically do not pay Advisory Fees, Carried Interest, or an Incentive Allocation. Please also see Item 5 above. To the extent holding or intermediate entities include one or more special purpose acquisition companies (“SPACs”), the relevant Client(s) will bear the costs of organizing and offering such SPACs, as well as the amount and dilutive effect of any founders’ equity or similar interests issued thereby that are not held directly or indirectly by the Client, and except where prohibited by the relevant Organizational Documents, such interests are permitted to be issued to the Adviser and its personnel. Except to the extent prohibited by the Organizational Documents, the Adviser, its affiliates, and

their respective personnel are permitted to market, organize, sponsor, or act in other capacities (including as director, founder, or manager) for other pooled investment vehicles, accounts, or SPACs and to receive compensation (including in the form of management fees, performance-based compensation, founders’ equity, or similar interests) relating thereto. Subject to any limitations imposed by the Organizational Documents and anti-assignment provisions of the Advisers Act, the Adviser and its affiliates and personnel are also permitted to offer, restructure, and monetize the revenue streams they currently receive directly or indirectly from the Clients, or expect to receive from the Clients in the future. Subject to any restrictions in the Organizational Documents, this monetization could occur in many forms, including: public offerings of the Adviser or an affiliate; borrowing against the Adviser’s or the General Partner’s investment in, or right to receive revenues from, one or more Clients; preferred financing or other strategic investment by a third party in one or more Adviser entities in which a third party provides liquidity in exchange for the right to receive a specified return; selling or donating their interests in the Clients or in one or more Adviser entities to third parties; or other financial arrangements, including those in which the Adviser, its affiliates, and personnel agree to pledge, sell, securitize, syndicate, participate, or otherwise encumber or transfer their respective interests. Notwithstanding any “key person” or “time and attention” requirements in the Client’s Organizational Documents, in the event of any such monetization transaction, the Adviser expects it would be subject to potential conflicts of interest in that the Adviser and its personnel will have financial and other incentives to pursue such monetization arrangements, or to operate the Adviser in a manner designed to maximize potential proceeds relating to any potential monetization arrangements in the future. Additionally, to the extent thirdparty funding or borrowings are used to finance General Partner commitment amounts, the Adviser and/or its personnel generally will be less aligned with investors than would otherwise be the case. The material conflicts of interest encountered by a Client include those discussed below, although the discussion below does not necessarily describe all of the conflicts that are or may be faced by a Client. Other conflicts are disclosed throughout this brochure, and the brochure should be read in its entirety for other conflicts. In addition, other conflicts of interest may also be disclosed in the Organizational Documents of a particular Client. Additional conflicts of interest could arise as a result of new activities, transactions, or relationships commenced in the future. The Organizational Documents and related offering documents applicable to the Clients may contain further discussion of conflicts of interest relating to such Client and should be read carefully in conjunction with the conflicts of interests discussed in this brochure prior to making an investment in a Client. Resolution of Conflicts In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s reasonable judgment, and in its sole discretion. In resolving conflicts, the Adviser reserves the right to consider various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: • •

the Adviser will consider the appropriateness of an investment for a Client; many important conflicts of interest will generally be resolved by set procedures, restrictions, or other provisions contained in the relevant Organizational Documents of the

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Clients; generally, each Fund has established an advisory board, consisting of representatives of investors not affiliated with the Adviser. The advisory boards meet as required to consult with the Adviser as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith discretion and, to the extent possible or required by a Client’s Organizational Documents, the direction of the relevant advisory board or boards; where the Adviser deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker paid by the relevant Client(s) to opine as to the fairness or arm’s length nature of a purchase or sale price, whether or not part of a formal fairness opinion, “request for proposal” process, or proposal or quotation provided exclusively for the benefit of the Adviser; and prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of such Fund.

While the Adviser endeavors to resolve conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that the Adviser will identify or resolve all conflicts in a manner that is favorable to the Clients and/or the Clients’ investors. Similarly, the Clients’ investors may not be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Allocation of Investment Opportunities among Clients In connection with its investment activities, the Adviser will encounter situations in which it must determine how to allocate investment opportunities and their attendant fees and expenses among several persons, which include, but are not limited to, one or more of the following: • • • •

any Clients (including those participating in a continuation vehicle); third parties that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Clients in particular transactions entered into by such Client(s); third parties acting as co-sponsors with the Adviser with respect to a particular transaction; and Adviser Personnel for their own accounts or collectively as an affiliate of the Adviser.

The Adviser makes allocation determinations consistently with the Clients’ Organizational Documents and in accordance with its written policies and procedures. A Client is generally subject to investment allocation requirements, including but not limited to, investment objectives, target sectors, strategies, and structure (collectively, “Investment Allocation Requirements”), as set forth in such Client’s Organizational Documents, which will also apply directly or indirectly to certain other co-investment vehicles with investments contractually tied to the specific Client. To the extent the Investment Allocation Requirements of a Client do not include specific allocation procedures and/or allow the Adviser discretion in making allocation decisions among the Clients, the Adviser will follow the process set forth below.

The Adviser will assess whether an investment opportunity is appropriate for a particular Client based on the Client’s Investment Allocation Requirements. Prior to making any allocation of an investment opportunity to a Client, the Adviser will determine what additional factors restrict or limit the offering of an investment opportunity to the Client. Possible restrictions include, but are not limited to: •

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Obligation to Offer: the Adviser may be required to offer an investment opportunity to one or more Clients pursuant to priority or “deal flow” allocations or covenants requiring the Adviser to offer such Clients the right to participate (in whole or in part) in investment opportunities that meet their investment objectives. Related Investments: the Adviser may offer an investment opportunity related to an investment previously made by a Client to such Client to the exclusion of, or resulting in a limited offering to, other Clients. Legal and Regulatory Exclusions: the Adviser may determine that certain Clients or investors in certain Clients should be excluded from an allocation due to specific legal, regulatory, or contractual restrictions placed on the participation of such persons in certain types of investment opportunities.

These restrictions (including the entitlement of certain Clients with priority rights to participate in all or any part of a potential investment opportunity with priority rights) could result in certain Clients not participating in an investment opportunity at all or participating to a lesser extent than they would have participated absent such restrictions or other priority rights. Once the Clients eligible to participate in a particular investment have been identified, the Adviser, in its discretion, will decide how to allocate such investment opportunity among the identified Clients and other investors. In allocating such investment opportunity, the Adviser will consider some or all of a wide range of factors, which include, but are not necessarily limited to, the following: • • • • • •

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each Client’s investment objectives and investment focus; transaction sourcing (and with respect to an investment opportunity originated by a third party, the relationship of a particular Client to or with such third party); each Client’s or investor’s liquidity and reserves (including whether a Client is able to commit to invest all capital required to consummate a particular investment opportunity); each Client’s diversification (including the actual, relative, or potential exposure of a Client to the type of investment opportunity in terms of its existing portfolio); lender covenants and other limitations; amount of capital available for investment by each Client or investor as well as each Client’s or investor’s projected future capacity for investment (including whether a Client is able to invest all capital required to consummate a particular investment opportunity) and anticipated co-investment (if any); each Client’s targeted rate of return; stage of development of the prospective portfolio investment or other investment and anticipated holding period of the prospective portfolio investment or other investment opportunity; composition of each Client’s investments and each Client’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage, or other similar risk metrics) and the scope of a Client’s investment mandate including whether mandates are identified as primary or secondary, and whether

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the mandate is limited or otherwise restricted to specific types of investments/assets; the suitability as a follow-on investment for a current portfolio investment of a Client; the availability of other suitable investments for each Client; risk considerations; cash flow considerations; asset class restrictions; industry and other allocation targets; minimum and maximum investment size requirements; tax implications; legal, contractual, or regulatory constraints; whether the investment opportunity would create a conflict of interest with respect to a Client, the Adviser, or its affiliates; and any other relevant limitations imposed by, or conditions set forth in, the applicable Organizational Documents of each Client.

The application of the Investment Allocation Requirements and factors set forth above may result in allocation on a non-pro rata basis, and there can be no assurance that a Client will participate in all investment opportunities that fall within its investment objectives. The Adviser makes allocation determinations based solely on the Adviser’s expectations at the time such investments and dispositions are made, however investments and their characteristics may change and there can be no assurance that an investment or disposition may prove to have been more suitable for another Client in hindsight. In addition, a Client may not pursue an investment opportunity that is within its mandate as a result of trading activities of, or other investments made by, other Clients and/or their portfolio investments. In some cases, the Adviser’s observation and application of the Investment Allocation Requirements may affect adversely the price paid or received by a Client, or the size of the position purchased or sold by the Client. From time to time certain investment opportunities involve interests in portfolio investments of one or more Clients that are part of a restructuring or similar transaction. In such instances, investors in the Clients involved in such a transaction are typically given priority rights to roll over their existing interests or otherwise reinvest in such investment opportunities (for instance, through a newly formed continuation vehicle). As a result, other Clients may not be allocated all or any portion of such an investment opportunity, even if such opportunity falls within a Client’s investment objectives or strategy. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. In certain circumstances, the Adviser may refer certain conflicts of interest relating to the allocation of an investment opportunity to its Allocation Committee, which consists of certain managing directors of the Adviser for review and resolution of such conflicts. In addition, principal executive officers and other personnel of the Adviser invest indirectly in and are permitted to invest directly in Clients and therefore participate indirectly in investments made by the Clients in which they invest. Such interests will vary Client by Client and may create an incentive to allocate particularly attractive investment opportunities to the Client in which such personnel hold a greater interest. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Client. Furthermore, if it is determined that an investment opportunity is not suitable for a Client, such persons may be permitted to invest in the opportunity for their own account. Additional conflicts

could arise to the extent the Adviser and/or its affiliates, or personnel of the Adviser, hold an outsized economic position in any of the participating Clients. In such cases, the Adviser could be incentivized to manage such arrangements in a manner that would enhance the returns of the Clients in which the Adviser and/or its related parties hold a substantial portion of the equity, even to the detriment of other Clients. To the extent an investment opportunity is received that is unsuitable for any Client, in the Adviser’s sole discretion, the Adviser and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. Allocation of Co-Investment Opportunities The Adviser will determine if the amount of an investment opportunity exceeds the amount the Adviser determines would be appropriate for the Funds (after taking into account any portion of the opportunity allocated by contract to certain participants in the applicable deal, such as lenders, cosponsors, consultants, and advisers to the Adviser and/or the Funds or management teams of the applicable portfolio investment, certain strategic investors, and other investors whose allocation is determined by the Adviser to be in the best interest of the applicable Fund), and any such excess will typically be offered to one or more other Funds, Programmatic Co-Invest Clients, or other coinvestors pursuant to the procedures included in such Funds’ and the Programmatic Co-Invest Clients’ Organizational Documents, or to the extent not addressed in such Clients’ Organizational Documents, in accordance with the following paragraphs. In certain cases, determinations to allocate such amounts or investment opportunities to Service Providers may be made prior to the determination of the availability of such opportunities for other co-investors, and as such generally will decrease the amount of co-investment opportunities available. There may be circumstances where the Adviser determines, for strategic or other reasons, that an amount that could have otherwise been invested by a particular Client is instead allocated to one or more co-investors. Allocating a portion of an investment opportunity for a co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Client, and because co-investment opportunities generally appeal to investors and third parties, there are potential conflicts of interest in determining the amount of investment opportunity that should be allocated to a Client. Programmatic Co-Invest Clients have been established for the purpose of making co-investments alongside certain Funds (in the sole discretion of the Adviser) generally at the same time, and on the same terms and conditions, as such Fund. The Adviser is not contractually required to allocate co-investment opportunities to such Programmatic Co-Invest Clients, unless such co-investment opportunity is presented to other potential co-investors. In certain cases, certain Programmatic Co-Invest Clients will have a priority right to make coinvestments in some or all of the investments made by a Client. The existence of such a priority right will significantly reduce co-investment opportunities available to the other potential coinvestors. Subject to any Investment Allocation Requirements or other specific agreements with an investor, in general, (i) no investor in a Client has a right to participate in any co-investment opportunity, (ii) decisions regarding whether and to whom to offer co-investment opportunities are made in the sole

discretion of the Adviser or its related persons, (iii) co-investment opportunities may, and typically will, be offered to some and not other investors in Clients, in the sole discretion of the Adviser or its related persons, and (iv) certain third parties may be offered co-investment opportunities, in the sole discretion of the Adviser or its related persons. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Client. The Adviser expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Client because (i) co-invest opportunities generally appeal to Client investors and third parties, (ii) to the extent co-investments are not subjected to Advisory Fees and/or performance-based compensation or are done at rates lower than investments in a Fund, coinvestments blend the effective rates of compensation paid by such persons in a manner not subject to the “most-favored nation” provisions of a Client’s Organizational Documents, and (iii) coinvestors’ proportionate share of a particular investment typically is not subject to the Advisory Fee offset provisions of a Client’s Organizational Documents. In order to facilitate the acquisition of a portfolio investment, a Client reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to co-investors or other persons prior to or following the closing of the acquisition. In such event, the relevant Client will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the General Partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, the General Partner’s interest in limiting the Client’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Client would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-than-expected investment in such portfolio investment, (iii) receive less-than-fair-market value for the syndicated portion of the investment, and/or (iv) be diluted or realize lower than expected returns from such investment. Each co-investment opportunity (should any exist) is likely to be different, and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy, and counterparty). Additionally, unless otherwise agreed to with an investor in a Fund, non-binding acknowledgments of interest in co-investment opportunities are not Investment Allocation Requirements and do not require the Adviser to notify the recipients of such acknowledgments if there is a co-investment opportunity. However, the Adviser from time to time agrees to give particular investors, Clients, or other third parties priority access to co-investment opportunities. The existence of such priority or other contractual co-investment access rights could affect the Adviser’s decision to offer certain opportunities for co-investment and could limit the ability of Clients or their investors to be offered certain co-investment opportunities. In exercising its discretion to allocate co-investment opportunities (including side-by-side coinvestment rights) with respect to a particular investment among the Clients and other potential co70

investors, the Adviser reserves the right to consider some or all of a wide range of factors, which include, but are not limited to, its own interests and/or one or more of the following: • •

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the Adviser’s perception of the appropriate composition of co-investors that would achieve optimal returns with respect to an investment opportunity; the Adviser’s evaluation of the size and financial resources of the potential co-investment party and the Adviser’s perception of the ability of that potential co-investment party (in terms of, for example, staffing, expertise, and other resources) to efficiently and expeditiously participate in the investment opportunity with the relevant Client without harming or otherwise prejudicing such Client, in particular when the investment opportunity is time-sensitive in nature, as is typically the case (including whether the potential co-investment party has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required); the Clients’ Organizational Documents; any investment restrictions or limitations of a potential co-investment party; any confidentiality or publicity concerns, including those that the Adviser has that have the potential to arise in connection with providing the other account or person with specific information relating to the investment opportunity in order to permit such potential coinvestment party to evaluate the investment opportunity; the Adviser’s perception of its past experiences and relationships with the potential coinvestment party, such as the willingness or ability of the potential co-investment party to respond promptly and/or affirmatively to potential investment opportunities previously offered by the Adviser and the expected amount of negotiations required in connection with a potential co-investment party’s commitment; the potential co-investment amount; the Adviser’s perception of whether the investment opportunity has the potential to subject the potential co-investment party to legal, regulatory, reporting, public relations, media, or other burdens that make it less likely that the other account or person would act upon the investment opportunity if offered; the Adviser’s evaluation of whether the profile or characteristics of the potential coinvestment party will have an impact on the viability or terms of the proposed investment opportunity and the ability of a Client to take advantage of such opportunity (for example, if the potential co-investment party is involved in the same industry as a target company in which a Client wishes to invest, or if the identity of the potential co-investment party, or the jurisdiction in which the potential co-investment party is based, may affect the likelihood of a Client being able to capitalize on a potential investment opportunity); and whether the Adviser believes, in its sole discretion, that allocating investment opportunities to a potential co-investment party will help establish, recognize, strengthen, and/or cultivate relationships that may provide indirectly longer-term benefits (including strategic, source, or similar benefits) to current or future Clients and/or the Adviser and whether the potential co-investment party has demonstrated a long-term and/or continuing commitment to the potential success of the current or future Clients and/or the Adviser.

The factors above are not listed in order of importance or priority, and the Adviser is not required to, and does not, consider all of the factors described above in any particular investment, and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. The Adviser’s exercise of its discretion in allocating investment

opportunities with respect to a particular investment among the persons, including the Clients, potential co-investors, and third parties, and in the manner discussed above often will not result in proportional allocations among such persons, and such allocations will be more or less advantageous to some such persons relative to other such persons. For example, the Adviser may be incentivized to offer a co-investment opportunity to certain persons over others based on its economic arrangement with such persons or the desire for such persons to invest in other Clients (including, for example, whether the Adviser and/or the applicable General Partners are entitled, under arrangements made with certain potential co-investment parties, to additional Advisory Fees, Carried Interest, and/or Incentive Allocation based on the availability of co-investment opportunities offered to such parties). The Adviser expects that these factors will lead the Adviser to favor some potential co-investors over others with respect to the frequency with which the Adviser offers them co-investment opportunities. The Adviser also expects to allocate certain coinvestors a greater proportion of an investment opportunity than others as a result of these factors. While the Adviser determines how to allocate investment opportunities using its reasonable judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which the Adviser is subject, discussed herein, did not exist. In the event the Adviser determines to offer an investment opportunity to co-investors (including Programmatic Co-Invest Clients), there can be no assurance that the Adviser will be successful in offering a co-investment opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for the Client, or that expenses incurred by the Client with respect to the syndication of the co-investment will not be substantial and the Clients bear the risk that any or all excess portion of an investment is not sold, or is sold on unattractive terms. Furthermore, the Client may bear the entire portion of any fees, costs, and expenses related to such investment including, but not limited to, break-up fees and hold a larger than expected portion of such investment. Further, it is possible that a potential co-investment party may experience financial, legal, or regulatory difficulties and may, from time to time, have economic, tax, regulatory, contractual, or other business interests or goals that are inconsistent with those of a Client and, as a result, may take a different view from the Adviser as to appropriate strategy for an investment or may be in a position to take a contrary action to a Client’s investment objective. In the event that the Adviser is not successful in offering a co-investment opportunity to potential coinvestors, in whole or in part, the Client will consequently hold a greater concentration and have exposure in the related investment opportunity than was initially intended, which could make the Client more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. Moreover, an investment by the Client that is not syndicated to coinvestors as originally anticipated could significantly reduce the Client’s overall investment returns. Therefore, it is possible that a Fund that overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. Allocation of Secondary Transactions To the extent the Adviser has discretion over approving a secondary transfer of interests in a Fund pursuant to such Fund’s Organizational Documents or is asked by a potential transferring investor to identify potential purchasers in a secondary transfer (including pursuant to a side letter or other

agreement), the Adviser will do so in its sole discretion, generally taking into account its own interests as well as certain factors that include, without limitation, some or all of the following factors: the Adviser’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations; • the Adviser’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen, and/or cultivate a relationship that may provide indirectly longer- term benefits to current or future Clients and/or the Adviser and the expected amount of negotiations required in connection with a potential purchaser’s investment; • whether the potential purchaser would subject the Adviser, the applicable Fund, or their affiliates to legal, regulatory, reporting, public relations, media, or other burdens; • requirements and/or acknowledgements in such Fund’s Organizational Documents; and • such other facts as it deems appropriate under the circumstances in exercising such discretion. Additionally, from time to time the Adviser becomes aware of existing investors in a Fund (including existing investors that are affiliates of the Adviser that are interested in selling their interests in a Fund) and/or other third-party investors (including, without limitation, any such party that is sourced by a broker and/or other agent of the Adviser) that are interested in acquiring interests in a Fund through a secondary transfer. In such instances the Adviser could, in its sole discretion and without providing notice to all investors in the Fund, introduce such parties to potential counterparties, including, without limitation, certain Fund investors. It is possible that any such introduction will ultimately result in an investor in a Fund obtaining liquidity (which could be at a price that reflects a discount to net asset value) and/or being able to transfer its interests prior to other investors in the Fund that are also seeking to transfer their interests and obtain liquidity. The Adviser has no obligation to prioritize any specific Fund investor seeking to transfer its interests or treat Fund investors equally in regard to transfers of interests. •

Subject to the applicable Fund’s Organizational Documents, the Adviser may, in its discretion, identify secondary transferees (including through structured or stapled processes or tender offers), which may include the General Partner, its affiliates or personnel or other related persons, and has no obligation to notify all investors, to “shop” such opportunities broadly, to solicit competitive bids, to obtain third-party valuations or fairness opinions, to seek the highest price, or to obtain advisory board approval for pricing or other terms. Secondary transfers can occur in a variety of situations, including where an investor is seeking to transfer its interest or be released from its commitment to a Fund and other similar circumstances. Purchases by the General Partner, its affiliates, personnel, and/or other related persons can create conflicts, including pricing and valuation judgments (including transactions at discounts to Net Asset Value (“NAV”) without market checks), information asymmetries, allocation of opportunities and expenses, effects on management fees and carried interest, incentives to favor purchasers that provide (or are expected to provide) commitments to other Adviser-advised vehicles, reliance on internal valuations that may differ from realized values, and conflicts where purchase financing is provided by the General Partner or its affiliates. The Adviser exercises discretion in selecting and introducing purchasers (e.g., based on ability to fund commitments, relationship history, and regulatory considerations) without notice to all investors and without any obligation to offer opportunities pro rata, and will obtain any approvals or consents required by Organizational Documents or law (including for

General Partner or affiliate, principal, or agency-cross transactions).The relevant General Partner also generally has authority under the Organizational Documents to consent to (or reject) transfers requested by one or more investors, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via side letter, including the condition that the transferor, transferee, or their affiliates invest (or invest above certain amounts) in future Funds. The relevant General Partner also is permitted, but not obligated, to purchase Fund interests from investors that desire to transfer their interests. The General Partner is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Funds and their investments, not all of which is expected to be known by the transferring investor, and the General Partner generally will not obtain a fairness opinion or third-party valuation of such interests. The relevant General Partner similarly expects to use its discretion to select investors from whom it will acquire Fund interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion, whether it will offer to purchase Fund interests from one or more investors. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Fund. Allocation of Fees and Expenses From time to time the Adviser will be required to decide whether certain fees, costs, and expenses should be borne by the Adviser, a Client, a portfolio investment, a co-investor, and/or a third-party (each, an “Allocable Party” and collectively, the “Allocable Parties”) and if so, how such fees, costs, and expenses should be allocated between or among the relevant Allocable Parties. These fees, costs, and expenses include those related to evaluating and making consummated investments, Dead Deal Costs, and other fees, costs, and expenses (see Item 5, above, for further discussion types of fees, costs, and expenses). Certain fees, costs, and expenses may be the obligation of one particular Allocable Party and may be borne by such Allocable Party, or expenses may be allocated among multiple Allocable Parties. In exercising its discretion to allocate investment opportunities and fees and expenses, the Adviser is faced with a variety of potential conflicts of interest. To the extent not addressed in the Organizational Documents of a Client, the Adviser will make allocation determinations among Allocable Parties in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation (which such methodologies may include pro rata allocation based on the respective capital commitments of a Client, pro rata allocation based on the respective investment (or anticipated investment) of an Allocable Party in an investment, relative benefit received by an Allocable Party, or such other equitable method as determined by the Adviser in its sole discretion) and these methods will vary depending on the type of expense. The Adviser may make any corrective allocations and take any mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable. Further, the Adviser reserves the right to consider each relevant Client’s strategy as a component of its allocation of investment expenses, and as a general matter will not allocate expenses associated with one Fund’s equity investment to a different Fund’s credit investment, or vice versa, even if the two investments are in the same portfolio investment. Notwithstanding the foregoing, the portion of an expense allocated to a Client for a particular service will not always reflect the relative benefit derived by such Client from that service in any particular instance, and the Adviser may determine an allocation of expenses to be equitable even where a Client is required to bear more than its proportional share of such fees or expenses relative to other Allocable Parties receiving the same service or participating in the same transaction. Also, the consideration of which Allocable Party

will bear an expense is in certain circumstances expected to result in the Adviser determining that it is equitable for a Client bearing more than its pro rata portion of certain fees, costs, and expenses (including Dead Deal Costs). The Adviser’s discretion in making such determination creates a potential conflict of interest as the Adviser may have an incentive to allocate expenses to a particular Client over another Client or other co-investor. As a result, it is possible that a Client or co-invest vehicle will benefit (or benefit disproportionately) from expenses borne in whole or in part by another Client. In addition, a Client will bear more or less of a particular expense based on the methodology used, and a Client will bear more or less of a particular expense based on the number of Allocable Parties the Adviser selects to bear the expense in its initial allocation determination. When making expense allocation determinations, the Adviser generally will allocate an expense to one or more Allocable Parties that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Allocable Parties that were not in existence or otherwise identified as Allocable Parties at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases the Adviser will not re-allocate the expense to each such future Allocable Party, and such future Allocable Part(ies) will benefit at the expense of other Allocable Parties, including the Clients. There are occasions when one Client (the “Payor Client”) pays an expense or obligation common to multiple Allocable Parties (e.g., legal expenses for a transaction in which all such Allocable Parties participate). On such occasions, each Allocated Party will reimburse the Payor Client for its share of such expense, without interest, promptly after the payment is made by the Payor Client. To the extent the Payor Client makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Clients for the costs of establishing, negotiating, renegotiating, refinancing, or maintaining the facility as a whole. Furthermore, while highly unlikely, it is possible that one of the Allocated Parties could default on its obligation to reimburse the Payor Client. Conflicts Related to Certain Purchases and Sales Conflicts arise when a Client makes investments in conjunction with an investment being made by other Clients, or in a transaction where another Client has already made an investment. Investment opportunities are from time to time appropriate for Clients at the same, different, or overlapping levels of a portfolio investment’s capital structure. Conflicts arise in determining the terms of investments, particularly where these Clients invest in different types of securities in a single portfolio investment. Questions arise as to whether payment obligations, covenants, and claims should be enforced, modified, or waived, whether payments should be accelerated, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims or bring litigation against a portfolio investment, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any work-out or restructuring or other concessions that may be given in such a situation will raise conflicts of interest, particularly in Clients that have invested in different securities within the same portfolio investment. The Adviser may be incentivized to choose a course of action that benefits one Client to the detriment of another Client. In addition, because different legal rights are associated with debt and equity investments, a conflict of interest arises in respect to the advice given to, and the actions taken on behalf of, a debt-holding Client versus an equity-holding Client. In the event that one Client has a controlling or significantly influential position in a portfolio

investment, it will have the ability to elect some or all of the board of directors of such a portfolio investment, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt, and entering into extraordinary transactions. In addition, a controlling Client is likely to have the ability to determine or influence the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may at times be in direct conflict with other Clients that have invested in the same portfolio investment that do not have the same level of control or influence over the portfolio investment. Certain Clients of the Adviser may invest in bank debt and securities of companies in which other Clients hold securities, including equity securities. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals, and other interests with respect to a portfolio investment. In the event that such investments are made by a Client, the interests of such Client may at times conflict with the interest of such other Client, particularly in circumstances where the underlying company is facing financial distress. In such instances, it may be in the best interest of the Client holding debt securities to declare a default, accelerate a loan, or take other protective actions, while such actions would harm another Client’s equity investment in the portfolio investment. The involvement of such persons at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, Clients are prohibited from exercising voting or other rights, and are subject to claims by other creditors with respect to the subordination of their interest. If a Client purchases in the secondary market at a discount debt securities of a company in which a Client has, for example, a substantial equity interest, (a) a court might require a Client to disgorge profit it realizes if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities or (b) a Client might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt. The effect of these transactions will vary from jurisdiction to jurisdiction. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the Clients may or may not provide such additional capital and if provided, each Client will supply such additional capital in such amounts, if any, as determined by the Adviser. In addition, a conflict arises in allocating an investment opportunity if the potential investment target could be acquired by either a Client or a portfolio investment of another Client. In the event one Client is unable to fund its share of additional capital (e.g., in the event such Client does not have sufficient available capital), the other Client may be obligated to fund more than its share of such amount. In such event, one Client will gain greater exposure to such investment than may have been intended and the other Client will be diluted in such investment. The returns of each Client may be negatively impacted as a result of the foregoing. Investments by more than one Client of the Adviser in a portfolio investment will also raise the risk of using assets of a Client of the Adviser to support positions taken by other Clients of the Adviser, or that a Client may remain passive in a situation in which it is entitled to vote. In addition, there may be differences in timing of entry into or exit from a portfolio investment for reasons such as differences in strategy, existing portfolio, or liquidity needs. In addition, where more than one Client of the Adviser (or its affiliates) invest in the same portfolio investment, there can be no assurance that such parties will dispose of investments at the same time and on the same terms. For example, because the Adviser may have an incentive to show realized returns in connection with other fundraising activities (including fundraising for a successor

fund) and because one Client’s term may expire before the end of another Client’s term, such Clients may dispose of the investment at different times. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, each Client may realize different returns as compared to the same investment held by another Client. These variations in timing may be detrimental to a Client. At the same time, if the Adviser determines it is advisable for a Client to exit an investment at the same time as another Client of the Adviser or its affiliates, the term of which may expire sooner than the former Client’s, such Client may dispose of its interest earlier than it ordinarily would have and may, as a result, experience lower returns than it otherwise may have earned on such investments. Further, where multiple Clients invest or consider investments in the same company at different times, the first Client to invest typically will bear all or a higher level of diligence and transaction fees, costs, and expenses than later Clients (whether in the same or different strategy than the first Client); similarly, to the extent a transaction does not proceed, the first Client to invest typically will bear the full amount of Dead Deal Costs relating to the transaction, regardless of whether other Clients could or would have invested in the company in potential future transactions. Investments by more than one Client of the Adviser in a portfolio investment also have the potential to raise the risk of using assets of one Client of the Adviser to support positions taken by other Clients. Further, there can be no assurance that the relevant Client and the other Client(s) or vehicle(s) with which it co-invests will exit such investment at the same time or on the same terms. In addition, Clients are expected to receive different consideration (for instance, some Clients may receive cash whereas other Clients may be provided the opportunity to receive distributions in-kind), which may impact the realized return ultimately received by each Client. Finally, in certain circumstances, if more than one Fund is participating in an investment, one Client may bear more than its pro rata share of expenses relating to such investment if the other Fund or Funds does not have the resources to bear such expenses (including, for instance, as a result of insufficient reserves and/or the inability to call capital to cover such expenses). In such circumstances described above, the Adviser could take steps to reduce the potential conflicts of interest between the various Clients, including causing a Client to take certain actions that, in the absence of such conflict, it would not take (e.g., a Client may divest itself of an asset it otherwise may have retained, the Adviser may establish information barriers, certain matters may be referred to an advisory board or a third party, or a Client may only invest in securities that seek to align the interests with other investing Clients). Any such steps could have the effect of benefiting one Client or the Adviser at the expense of another Client. The applicable Client’s Organizational Documents and the Adviser’s procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Clients in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed. Also, given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to a Client. Employees and related persons of the Adviser and its affiliates have made, and may in the future make, capital investments in or alongside certain Clients, and therefore may have conflicting interests in connection with these investments. There can be no assurance that the return of a Client

participating in a transaction would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. A Client will from time to time invest in opportunities that other Clients have declined, and likewise, a Client will from time to time decline to invest in opportunities in which other Clients have invested. The Adviser will from time to time, in its discretion, enter into transactions with investors in one or more Funds, prospective investors in a Fund, co-investors, or Third-Parties to dispose of, or “sell down”, all or a portion of certain investments or assets held by one or more Clients. In exercising its discretion to select the purchaser(s) of such investments or assets, the Adviser will comply with the requirements set forth in the Organizational Documents of the applicable Client(s), or to the extent not addressed in the Organizational Documents of the applicable Client(s), the Adviser reserves the right to consider some or all of the factors listed above under “Allocation of CoInvestment Opportunities” and “Allocation of Secondary Transactions.” The sales price for such transactions will be mutually agreed to by the Adviser and such purchaser(s); however, determinations of sales prices involve a significant degree of judgment by the Adviser, and the Adviser is not obligated to solicit competitive third-party bids for such sales transaction, receive a third-party valuation, obtain a fairness opinion, obtain advisory board approval, or seek the highest available price. Furthermore, subject to the Organizational Documents, the Adviser reserves the right to charge (or may decide not to charge) a purchasing party interest and any related borrowing and/or subscription facility costs for the time period between the closing of the applicable Client’s investment in a portfolio investment to the date of the transfer of interests in such portfolio investment to the applicable purchasing party. Also, although the Adviser and its personnel generally do not receive or retain fees or commissions in connection with such transactions involving investors in one or more Clients, prospective investors in a Client, co-investors, Adviser investors, or third parties, the Adviser may do so in the future, including in circumstances where co-sponsors to a transaction receive such fees. In any such instance, fees or commissions received by the Adviser would be categorized as a Transaction Fee as described above. There can be no assurance, in light of the performance of the investment following such a transaction, that such transaction will ultimately prove to be the most profitable or advantageous course of action for the applicable Client(s). The Clients will, from time to time, enter into equity commitment arrangements whereby, subject to any applicable documentation, a Client agrees that upon the closing of a transaction with respect to a potential portfolio investment, it will purchase equity securities in a transaction. Furthermore, in certain instances the Clients will also enter into limited guarantee arrangements whereby, subject to any applicable documentation, a Client agrees that if a transaction with respect to a potential portfolio investment is not consummated, it will pay a percentage of the total value of the transaction as a reverse termination fee to the seller entity. While certain co-investment vehicles with investments contractually tied to the Client (including co-investment vehicles through which employees of the Adviser participate) are generally obligated to pay their proportionate share of the equity purchase price (whether pursuant to the applicable Clients’ Organizational Documents or otherwise), such co-investment vehicles are generally not direct parties to the equity commitment arrangements or limited guarantees and, in any event, are not obligated to pay their proportionate share of any reverse termination fee. Therefore, in the unlikely event that a co-investment vehicle

defaults on such arrangement with the Client to pay its proportionate share of the equity purchase price (if any), or such an arrangement does not exist, the Client would be held responsible for the entire equity purchase price or reverse termination fee, as applicable. Although the Adviser generally structures Clients to avoid circumstances in which one Client ultimately bears liability for all or part of the obligations of another Client or any of the Adviser’s affiliates, in certain circumstances lenders and other market participants negotiate for the right to face only select Client entities, which may result in a single Client being solely liable for other Clients’ share of the relevant obligation and/or joint and several liability among Clients. In such cases, the Adviser intends to cause the relevant other Clients to enter into a back-to-back guarantee, indemnification, or similar reimbursement arrangement, although the Client undertaking the obligation in the first instance generally will not receive compensation for being primarily liable under these arrangements. In other circumstances, lenders and other market parties are expected to seek “cross default” rights under which a Client will be treated as in default under the relevant facility in the event of a default by another Client or an affiliate of the Adviser relating to their respective lending or other facilities; if any such provision were to be triggered, a Client’s investors could suffer adverse effects resulting from any default by any Client or an affiliate of the Adviser, whether or not related to the Client in which such investors have invested. The Clients co-invest with other persons through joint operating agreements (“JOAs”), syndications, joint ventures, partnerships, or other entities or arrangements as a JOA party, coventurer, or partner, including the seller (or an affiliate thereof) of a property, a person involved in the selling or acquisition of a property, an investor in a Client, or other third parties. Such investments involve risks not present in investments where a third party is not involved, including the possibility that: (i) the Client and such JOA party, co-venturer, or partner may reach an impasse on a major decision that requires the approval of both parties; (ii) a JOA party, co-venturer, or partner of the Client may at any time have economic or business interests or goals that are inconsistent with those of the Client; (iii) the JOA party, co-venturer, or partner may encounter liquidity or insolvency issues or may become bankrupt; (iv) the JOA party, co-venturer, or partner may be in a position to take action contrary to the Client’s investment objective; (v) the JOA party, co-venturer, or partner may take actions that subject the property to liabilities in excess of, or other than, those contemplated; or (vi) in certain circumstances the Client may be liable for actions of its JOA parties, co-venturers, or partners. There can be no assurance that the return of a Client participating in a transaction with a third-party would be equal to, and not less than, another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. The JOA party, co-venturer, or partner may be a joint venture partner or interest holder in another joint venture or other vehicle in which the Adviser or its affiliates has an interest or otherwise controls. The JOA party, co-venturer, or partner also may be entitled to receive payments from, or allocations or performance-based compensation (e.g., Carried Interest or Incentive Allocation) in respect of, the Client and/or such investments, and in such circumstances, any such amounts will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by the Adviser or its affiliates, be deemed paid to or received by such persons or reduce the Advisory Fee. Moreover, the Adviser is permitted to receive fees associated with capital invested by a co-venturer, or partner relating to investments in which the Client participates. This may be in connection with a joint venture in which the Client participates or other similar arrangements with respect to assets or other interests retained by a seller or other commercial counterparty with respect to which the Adviser performs services. In addition, the Clients may co79

invest with non-affiliated co-investors or partners whose ability to influence the affairs of the projects in which the Clients invest may be significant, and even greater than that of a Client and as such, the Clients may be required to rely upon the abilities and management expertise of such JOA party, co-venturer, or partner. It also may be more difficult for a Client to sell its interest in any JOA, joint venture, co-investment, partnership, or entity with other owners than to sell its interest in other types of investments (and any such investment may be subject to a buy-sell right). The Clients typically grant certain JOA parties, co-venturers, or partners approval rights with respect to major decisions concerning the management and disposition of the related investment, which would increase the risk of deadlocks or unanticipated exits from an investment. A deadlock could delay the execution of the business plan for the investment or require the Fund to engage in a buy-sell of the venture with the JOA party, co-venturer, or partner or conduct the forced sale of such investment or require alternative dispute resolution in order to resolve such deadlock. Certain real-estate Clients will likely rely on third parties (some of which may also become co-investment partners with the Clients) to act as developers or joint venture partners in connection with the acquisition, development, construction, renovation, or operation of its properties. This reliance on third-party developers or joint venture partners may increase the costs to the Clients through the payment of development fees, incentive fees, management fees, and other amounts and may increase the risks to the Clients if, and to the extent, such a developer or operator fails or is unable to comply with agreed-upon plans, budgets, or timetables. As a result of these risks, the Clients may be unable to fully realize their expected return on any such investment. Further, to the extent that the Clients offer any co-investment opportunity to any investors or third parties, some or all of the risks described above also may apply to such co-investments. Moreover, the Adviser is permitted to receive fees associated with capital invested by a co-venturer or partner relating to investments in which a Client participates. This may be in connection with a joint venture in which a Client participates or other similar arrangements with respect to assets or other interests retained by a seller or other commercial counterparty with respect to which the Adviser performs services. In connection with the sale of (or certain other events at) a portfolio investment, while the Adviser intends to timely distribute the amounts owed to investors and/or the relevant Client(s), the Adviser reserves the right to retain certain amounts to establish various escrow, holdback, and reserve accounts relevant to the portfolio investment and/or relevant Client(s). Such amounts generally are not subject to any pre-defined limits in the applicable Organizational Documents, transaction agreements, or any of the Adviser’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Client(s) will be monitored by Adviser personnel on an ongoing basis. The Adviser will have potential conflicts of interest in determining the amount and timing of distributions to investors and/or the relevant Client(s), and regarding the timing in which such distribution is made. Cross-Transactions In certain cases, the Adviser will cause a Client to purchase investments from another Client, or it will cause a Client to sell investments to another Client. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Client may not necessarily receive the best price otherwise possible, or the Adviser might have an incentive to improve the performance of one Client by selling underperforming assets to another Client in order,

for example, to earn fees. Additionally, in connection with such transactions, the Adviser, its affiliates, and/or their professionals will (i) generally have significant investments, or intentions to invest, in the Client that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). The Adviser and its affiliates receive management or other fees in connection with their management of the relevant Clients involved in such a transaction, and are generally entitled to share in the investment profits of the relevant Clients. To address these conflicts of interest, in connection with effecting such transactions, the Adviser will follow the Investment Allocation Requirements of the relevant Clients. To the extent such matters are not addressed in the Investment Allocation Requirements, the Adviser’s Chief Compliance Officer, in consultation with the respective Client investment committee, will be responsible for confirming that the Adviser (i) considers its respective duties to each Client, (ii) determines whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s length transaction with a third party, and (iii) obtains any required approvals of the transaction’s terms and conditions, such as from a Client’s investor advisory board. Depending on the transaction structure, these transactions may disproportionately benefit one Client over another (or the Adviser as a result of its interests in a particular Client), and one Client may incur expenses or forego gains that would have been obtained had it not entered into such transaction. For example, the Adviser may be incentivized to support a less successful portfolio investment of an older Client by causing a newer Client with a longer remaining term and investment period to purchase a part or all of such portfolio investment in order to provide the Adviser additional time to potentially manage it to a successful exit and increase the likelihood of the Adviser or an affiliate receiving Carried Interest. Conversely, the Adviser may be incentivized to sell an attractive investment in an older Client to a newer Client to increase the amount of fees received by the Adviser or an affiliate with respect to such an investment. Determining the valuation or other terms of such transactions may also create a conflict of interest due to the Adviser’s consideration of the particular terms (including the fee terms) of the Clients and the Adviser’s interest in such Clients. Such acquisition or merger may result in the acquiring entity purchasing a Client’s portfolio investment at a valuation that is: (a) not the highest price than could have been obtained in the market had there been a robust sales process with multiple third-party bidders or (b) higher than the value of the company resulting in an overvaluation. Under certain circumstances, the Adviser may wish to reduce the investment of one or more Clients in an investment and increase the investment of other Client(s) in such investment, and may, therefore, effect such transactions by directing the transfer of such investment between such Clients or through any other transaction structure (for example, distribution of portfolio investment interests from one Client and contribution of such interests to another Client). Any costs, fees, and expenses associated with any such transaction will be borne by such Clients in accordance with such Clients’ Organizational Documents and to the extent not addressed in the applicable Organizational Documents based on an allocation that the Adviser deems in good faith to be fair and reasonable. In certain cases, the Adviser may determine that it would be in the best interest of a Client to provide an opportunity for investors to obtain liquidity for all or a portion of their interests prior to the end of the Client’s term. In such situations, the Adviser may seek to raise capital from third parties who wish to directly or indirectly acquire interests in one or more portfolio investments from the Client, including through the creation of a new fund or similar continuation vehicle (see “Continuation

Transaction” below for discussion of and additional conflicts associated with continuation transactions, a type of cross transaction). In such cases, the Adviser may seek to require the purchasers to make commitments to a successor fund and/or its parallel funds advised by the Adviser. Because the Adviser and/or its affiliates will have the opportunity to earn additional management fees and/or receive additional Carried Interest and other economic benefits in respect of such transactions, and because each purchaser’s commitment to acquire interests in a successor fund and/or its parallel funds could be conditioned upon completion of the transaction, the Adviser will have a potential conflict of interest in determining transaction terms and participants. Principal Transactions Section 206(3) under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a principal transaction), the Adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. In connection with the Adviser’s management of the Clients, the Adviser and its affiliates may engage in principal transactions. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the applicable Client(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. In addition, the Organizational Documents relating to the Clients typically contain additional restrictions on the ability of the Clients or the Adviser to engage in principal transactions. Continuation Transactions From time to time the Adviser may determine that it is in the best interest of a Fund holding a portfolio investment (the “selling Fund”) to transact with another Fund (the “purchasing Fund”) in order to provide the selling Fund’s investors with an option to either: (1) receive cash proceeds from the selling Fund’s sale or transfer of such portfolio investment and/or (2) roll (i.e., retain) their interest in such portfolio investment. These types of transactions are often referred to as continuation transactions. In connection with such continuation transactions, the Adviser may require the investors in the purchasing Fund to make an additional investment in a Fund or commit to invest in a future Fund. In addition to those conflicts of interest described above under “Cross Transactions”, conflicts of interest arise in these continuation transactions because, among other things, (i) the Adviser and its affiliates are charging investors in the purchasing Fund an Advisory Fee and Carried Interest (which economics are likely to be different than the selling Fund), and the transactions have the potential to result in the receipt of additional Advisory Fees and Carried Interest by the Adviser and its affiliates; (ii) the Adviser and Adviser Personnel are expected to have the ability to make material investments in the purchasing Fund, which, if exercised, may cause them to take actions that benefit the purchasing Fund; (iii) the Adviser is actively involved in negotiating the terms of the sale on behalf of the selling Fund, on the one hand, and the purchasing Fund, on the other hand (including the determination of the transaction sale price and the allocation of expenses incurred in the transaction); and/or (iv) the investor in the purchasing Fund is required to make an investment in a Fund or commitment to invest in a future Fund and/or (v) such transactions may provide the Adviser and its affiliates an opportunity to build valuable and/or strategic relationships with actual or potential

investors in a Fund and/or a future Fund which (a) incentivizes the Adviser to favor such investors because of the potential for the Adviser and its affiliates to earn additional Advisory Fees with respect to any such investment or commitment to invest, and (b) could affect the price such investors offer to purchase the asset from the selling Fund. In connection with a continuation transaction, the Adviser will have no obligation to engage in any third-party sale or public offering process for such portfolio investment prior to the continuation transaction or obtain any independent third-party valuation. In addition, the Adviser may determine to share valuation information with investors in the purchasing Fund, which would provide such investors with more information than a typical buyer of a Fund’s portfolio investments. There is also a risk that the Adviser’s valuation of a portfolio investment at the time of the continuation transaction could underestimate the actual value of the portfolio investment, or that the Adviser will agree to transfer the portfolio investment at a price lower than its historical valuation, thereby reducing the returns to investors who do not participate in the continuation transaction. The Adviser faces conflicts of interest in determining portfolio investment valuations, the price at which the continuation transaction takes place, and what information is shared with particular investors. Additionally, conflicts of interest arise in continuation transactions as a result of the allocation of fees and expenses, because fees and expenses will be incurred in connection with the transaction, and the Adviser might determine to allocate bankers’ fees and certain other fees and expenses solely to selling investors and not to the rolling investors or new investors in the purchasing Fund or vice versa. In the event that a Fund proposes to sell any assets in a continuation transaction and that sale fails to close for any reason, the Fund would typically bear the Dead Deal Costs relating to the proposed transaction, including (without limitation) the costs of forming and marketing the continuation vehicle, as well as fees for services that would only have accrued to the benefit of certain subsets of Fund investors, such as where applicable, those electing to continue their participation, if the transaction had closed. Such amounts will under certain circumstances also include expenses that would have been attributable to Funds that were expected to participate in the continuation transaction that did not ultimately close. To the extent that another Fund or other vehicle sponsored by the Adviser or its affiliates considers participating in a continuation transaction alongside a Fund, but ultimately does not participate, the Fund is expected to bear the expenses that would otherwise have been borne by the Fund or vehicle that opted out of the transaction. The allocation of continuation transaction expenses raises conflicts of interest, as described in “Allocation of Expenses.” The Fund is expected to bear such amounts irrespective of whether the Fund’s advisory committee or investors, as applicable, has provided prior consent to the transaction and/or any such expense arrangements. To the extent not addressed in a Fund’s Organizational Documents, the Adviser will address conflicts of interest that arise in connection with continuation transactions as set forth above under “Cross Transactions.” Certain Real Estate Transactions The Adviser could cause a Client operating in the real estate strategy to enter into real estate related transactions with another Client’s portfolio investments. Such transactions include, for example, buying or selling real estate assets, acquiring or entering into leasing arrangements, or amending such arrangements, or transferring options or rights of first refusal to acquire real estate assets. None of the foregoing transactions, which generally do not involve securities, are governed by the principal transaction and cross transaction restrictions and policies described above but are subject to guidelines established by the Adviser to properly manage related conflicts and are governed in

accordance with the relevant Clients’ Organizational Documents. Management of the Clients The Adviser manages a number of Clients that have investment objectives similar to each other. The Adviser expects that it, or its personnel, will in the future establish one or more additional Clients with investment objectives substantially similar to, or different (and potentially conflicting) from, those of the current Clients. The Adviser may give advice or take actions with respect to the investments of one or more Clients, which may not be given or taken with respect to other Clients with similar investment programs, objectives, or strategies. As a result, Clients with similar strategies may not hold the same securities or achieve the same performance. In addition, a Client may not be able to invest through the same investment vehicles, or have access to similar credit or utilize similar investment strategies as another Client. These differences may result in variations with respect to price, leverage, and associated costs of a particular investment opportunity. In addition, it is expected that most or all of the officers and employees responsible for managing the Non-Fund Clients or the Funds will have responsibilities with respect to the other Clients or accounts managed by the Adviser, including those that may be raised in the future or to proprietary investments made by the Adviser and/or its principals of the type made by a Fund or Non-Fund Client. Substantial time will be spent by such officers and employees monitoring the investments of other Clients and accounts managed by the Adviser. Conflicts of interest arise in allocating time, services, or functions of these officers and employees and the Adviser has an incentive to allocate more time, services or functions to such Clients from which the Adviser derives a higher economic benefit and/or to better performing Clients. In addition, the Adviser will, from time to time, consider an investment opportunity for one Client and then subsequently determine to have another Client or vehicle advised by the Adviser or one of its affiliates make the investment. In making any such reallocation determination, the Adviser will consider a variety of factors, including those set forth above under “Allocation of Investment Opportunities Among Clients.” Conflicts of interest arise in connection with such a reallocation, including those set forth above under “Allocation of Investment Opportunities Among Clients.” In addition, a conflict of interest exists because the investing Client will benefit from the initial evaluation, investigation, and due diligence undertaken by the Adviser on behalf of the original Client for which the investment was initially considered. In certain cases, such reallocation determination may occur after a significant period of time has passed and the Client to which the investment was originally allocated has incurred substantial out-of-pocket expenses in connection with evaluating, investigating, and diligencing such investment. The investing Client typically will not be required to reimburse the original Client for such expenses. In the event that the investing Client does reimburse the original Client for out-of-pocket expenses incurred in connection with evaluating, investigating, and diligencing such investment, the investing Client typically will not pay interest on any such amounts reimbursed to the original Client. Alternatively, if the investing Client does pay interest on such amounts to the initial Client, there can be no assurance any such interest will be paid over at the same time as such reimbursement or that the amount of such interest will be sufficient to compensate the original Client for the time since it deployed capital to pay such expenses. The Adviser experiences conflicts of interest in connection with causing one Client to incur expenses that may ultimately benefit another Client (or fund advised by its affiliate), and similarly experiences conflicts of interest in determining the need for, calculating the amount of, and effecting any such

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

secrets, and (c) compliance with applicable data privacy laws, laws prohibiting insider trading, anticompetition laws, and laws protecting national security interests, the Adviser is generally free to use data and information from a Client’s activities in its sole discretion for the benefit of the Adviser and other Clients. The sharing and use of big data and other information presents potential conflicts of interest, and any benefits received by the Adviser or its personnel will not be subject to the Advisory Fee offset provisions or otherwise shared with a Client or its investors. The Adviser has in the past and is likely in the future to utilize such information to benefit the Adviser, its Affiliates, and/or certain Clients. The Adviser and its affiliates are also permitted to enter into formal or informal arrangements with portfolio investments to facilitate the sharing of data and/or data analytics. Subject to applicable legal, regulatory, and contractual requirements, these information sharing arrangements are designed to allow the Adviser, the Clients, and the Clients’ portfolio investments to better discern economic or other trends and developments. The Adviser believes that all Clients benefit from these arrangements in ways that would be impossible without the ability to aggregate data from across the Adviser’s businesses and the Clients’ portfolio investments. However, information sharing may involve conflicts of interest between the Clients and/or between the Clients and the Adviser. For example, data analytics based on inputs from one portfolio investment may inform business decisions by other portfolio investments, or investment decisions by the Adviser and its affiliates, without the source of the data being directly compensated. It is difficult, if not impossible, to measure exactly the benefits any particular entity receives from these kinds of arrangements, or to provide specific and direct monetary compensation for such information. Therefore, the Adviser and its affiliates may utilize such data outside of Client activities in a manner that may provide a material benefit to the Adviser, without directly compensating or otherwise benefiting the Clients. As a result, the Adviser may have an incentive to pursue investments (on its own behalf or on behalf of the Clients) based on the data that may be accessible as a result of owning such investments, and/or to utilize such data in a manner that benefits the Adviser and/or investments held by other Clients. The Clients may in the future enter into borrowing arrangements that require the Clients to be jointly and severally liable for the obligations under such borrowing arrangements. If one Client defaults on such arrangement, the other Clients will be held responsible for the defaulted amount. See “Leveraged Investments” in Item 8, above, for further discussion of, and potential risks related to, the use of leverage. Follow-on Investments Follow-on acquisitions present conflicts of interest, including determination of the equity component and other terms of the new financing, as well as the allocation of the investment opportunities in the case of follow-on acquisitions by one Client in a portfolio investment in which another Client has previously invested. In addition, a Client will from time to time participate in releveraging and recapitalization transactions involving portfolio investments in which another Client has already invested or will invest. Conflicts of interest arise in situations, including, but not limited to, those situations in which the Adviser must make a determination of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. The Adviser will resolve all such conflicts

using its reasonable judgment, and in its sole discretion. Furthermore, a conflict of interest also arises because a Client that participates in a follow-on investment in a portfolio investment held by another Client will benefit from the initial evaluation, investigation, and due diligence undertaken by the Adviser on behalf of the original Client and from operational or other information about such portfolio investment acquired from the original Client’s ownership of interests in the portfolio investment. In such circumstances, such benefitting Client or Clients will not be required to reimburse the original Client for expenses incurred in connection with researching such investment. An investment by a Client in a portfolio investment in which another Client invests at a later stage may be made at a higher or lower valuation than the investment in such portfolio investment by such other Client, and an investment by one or more other Clients in any such portfolio investment may dilute the original Client’s interest in such portfolio investment. Clients at times will make a follow-on investment in a portfolio investment because such follow-on investment protects the rights given to the investing Client (or another Client) previously or for reputational or strategic reasons, even when such follow-on investment’s valuation has decreased since the original investment. These reputational benefits and protections will, from time to time, benefit and/or accrue to other Clients and/or the Adviser at the expense of the current Client(s) investing in such follow-on investment. Conflicts Relating to the Adviser, the General Partners, and their Affiliates The Adviser, its affiliates, and partners, officers, principals, and employees of the Adviser and its affiliates will from time to time buy or sell securities or other instruments that the Adviser has recommended to Clients. Officers, principals, and employees of the Adviser will also from time to time buy securities in transactions offered to but rejected by Clients. A conflict of interest may arise because such investing Adviser personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by the Adviser on behalf of the Clients. By reason of their responsibilities in connection with other activities of the Adviser, certain Adviser Personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Clients will not be free to act upon any such information. Due to these restrictions, the Clients may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. In addition, Clients from time to time invest in securities of companies in which Adviser Personnel have previously invested for their own accounts. Furthermore, Adviser Personnel (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles, family offices, and other estate planning vehicles), from time to time invest for their own accounts in securities of companies in which the Clients have previously invested. If Adviser Personnel have made large capital investments in or alongside the Clients they will have conflicting interests with respect to these investments. While the interests of the Adviser Personnel generally align the interest of such person with the Clients, such persons may have differing interests from the Client with respect to such investments (for example, with respect to the availability and timing of liquidity). The Adviser and certain Adviser Personnel have also

invested in certain data centers directly with its own capital and without third party investments. The potential exists for personal securities transactions by Adviser Personnel, including those that have been pre-cleared or approved in advance, to generate significantly higher investment returns to such personnel than a Client’s investment transactions generate for their own investors. There can be no assurance that the return of a Client participating in a transaction would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflicts not existed. It is also possible that the Adviser, in its sole discretion, later determines that such a portfolio investment is a suitable investment for a Client due to developments with respect to the securities, or a Client’s portfolio or, subject to the terms of the Organizational Documents, changes to the Adviser’s investment approach. In such a circumstance, a Client may invest in the company even though Adviser Personnel already hold interests in it, and, subject to the Adviser’s pre-clearance policy, Adviser Personnel will be permitted to buy additional interests, maintain their interests, either concurrently or subsequently, even if such investment limits a Client’s desired allocation, or sell their interests, in each case without regard to the actions of a Client. Adviser Personnel holding an investment for their own account in a portfolio investment that is later determined to be suitable or appropriate for a Client may also participate in making such determination and may and frequently will be involved in recommending the investment to a Client. This presents various actual and potential conflicts of interest, including without limitation because the Adviser Personnel would have independent financial, relationship-driven, or other interests in causing a Client to invest in that opportunity (potentially at a higher price or with worse terms than in the absence of such conflicts), and the Adviser Personnel’s investment or relationships may be enhanced as a result of such Client’s investment. In addition, officers and employees of the Adviser may also buy securities in other investment vehicles (including private equity funds, venture capital funds, hedge funds, real estate funds, and other similar investment vehicles) which may include potential competitors of the Clients and/or may invest in similar industries and sectors as the Clients (including investments for purposes of sourcing future investment opportunities), but will not in such circumstances be required to share in, reimburse, or compensate the relevant Client for due diligence or other expenses (including Dead Deal Costs) incurred by the Client in connection with the Client’s consideration of the relevant investment opportunity. Such officers and employees of the Adviser have a conflict of interest with respect to their personal investment holdings. There could be situations in which such investment vehicles invest in the same portfolio investments as the Clients (including at the same, overlapping, or different layers of the capital structure), and there may be situations in which such investment vehicle purchases securities from, or sells securities to, a Client. As a result, the interests of such investment vehicles may diverge from those of the Clients. In addition, the investment policies, fee arrangements, and other circumstances of these investments may vary from those of the Clients. The transactions described above are subject to the policies and procedures set forth in the Adviser’s Code of Ethics, and investors will not benefit from any such investments. The investment policies, fee arrangements, and other circumstances of these investments vary from those of the Clients. Because certain expenses are paid for by a Client and/or its portfolio investments or, if incurred by the Adviser, are reimbursed by a Client and/or its portfolio investments, the Adviser will not necessarily seek out the lowest cost options when incurring (or causing a Client or its portfolio

investments to incur) such expenses. The Adviser Personnel are themselves and/or have family members that are actively involved in industries and sectors in which the Clients invest or have business, personal, financial, or other relationships with companies in such industries and sectors (including Service Providers described below) or other industries, which gives rise to conflicts of interest. For example, such personnel or family members might be officers, directors, personnel, or owners of companies which are actual or potential investments of the Clients or other counterparties of the Clients and the portfolio investments. Moreover, in certain instances, the Clients or the portfolio investments may purchase or sell companies or assets from or to, or otherwise transact with companies that are owned by such personnel or family members or in respect of which such family members have other involvement. The fees for services by such Service Providers may or may not be at the same rate charged by other third-party Service Providers and the Adviser is not required to select Service Providers who may have lower rates (or to engage in any benchmarking of such fees). In most such circumstances, the Clients’ Organizational Documents will not preclude Clients from undertaking any of these investment activities or transactions. From time to time, Adviser Personnel are permitted to invest in funds or other entities managed by investors of a Fund, which could incentivize such Adviser Personnel to afford the investor preferential or favored treatment, such as, for example, increased access to co-investment opportunities, and could create conflicts of interest to the extent such other funds compete with a Client for investment opportunities or invest in competing portfolio investments. A General Partner may, in its discretion, under certain circumstances elect to increase its commitment to Client prior to the final close of the Client without the consent of the investors. Any increased commitment by the General Partner will dilute the interests of the investors. Although the General Partner will pay interest in respect of prior capital contributions in the same manner as is paid by the investors, the General Partner has information about the Client’s investments, including regarding their valuation and performance expectations, which the investors do not have and that information may inform its decision whether to increase its capital commitment. Therefore, the General Partner has a conflict of interest in deciding to increase its subscription because a decision to increase its subscription may result in the General Partner receiving value that would have otherwise benefitted investors. A passive minority interest in the Adviser and certain of its affiliates is owned by investment funds managed by Blackstone Strategic Capital Group (the “Strategic Partner”). The Strategic Partner is not involved in the day-to-day management of the Adviser, the Clients, or the General Partners, and the Strategic Partner has no control over the investment decisions of the Clients. However, the Strategic Partner may provide various consulting services to the Adviser, including business development, talent management, and operational and business best practices consultation. In addition, the Strategic Partner has negotiated certain minority protections and consent rights in connection with its investment in the Adviser, including certain informational rights that are not available to investors with respect to their investments in the Clients. . Although the Adviser intends to maintain operations, strategy, and investment decisions separate from the Strategic Partner, due to the Adviser’s ongoing relationship with the Strategic Partner, the Adviser generally expects to have incentives to conduct operations in a manner that benefits the Strategic Partner, for example, to use the services of the Strategic Partner, its affiliates, or firms, or other persons recommended by

any of them. The Strategic Partner, as an indirect beneficiary of the Adviser, may have an incentive to direct the Adviser towards certain investments or other business transactions. Fee Structure - Advisory Fees, Carried Interest, and Incentive Allocation With respect to certain Funds, the Adviser faces conflicts of interest when its Advisory Fee is based on invested capital. Specifically, because the Advisory Fee is payable through liquidation of such Fund and there is a fixed investment period after which capital from investors in such Funds generally can only be drawn down in limited circumstances, and because Advisory Fees are, at certain times during the life of the Funds, based upon capital invested by the Funds, this fee structure creates an incentive to defer the realization of investments and/or deploy capital when the Adviser would not otherwise have done so. However, the investment made by the Adviser or its affiliates in a Fund, the clawback obligation of the General Partner (as described below), and the fact that the preferred return is calculated on an aggregate basis reduces the incentive to make speculative investments or otherwise time the sale of an investment in a manner motivated by the personal benefit of the Adviser’s personnel. Also, invested capital will often include the value of capitalized Transaction Fees and other fees, expenses, and costs, including such capitalized fees, expenses, and costs payable or reimbursable to the Adviser and its affiliates. The Adviser and its affiliates are incentivized to have such amounts be capitalized into the cost of a transaction, not only to avoid having portfolio investments pay such amounts out of available operating cash, but also to increase the base on which future Advisory Fees will be calculated. For certain Clients, such Advisory Fees are based on the fair market value of the assets held by such Client, which creates an incentive to value certain assets higher than if such Advisory Fees were not based on fair market value of such assets. In addition, the Adviser may be motivated to accelerate acquisitions and/or capital calls in order to increase such Client’s fair market value of such assets, or similarly delay or curtail dispositions to maintain a higher fair market value of such assets which would, in each case, increase the Advisory Fee payable to the Adviser (or its affiliates). The valuation of partially realized or unrealized investments from time to time may be zero or close to zero. Because the Advisory Fee, at certain times during the life of the Clients, payable to the Adviser is based on remaining capital invested by the Clients relative to such investments, in such instances the Advisory Fee paid with respect to such investment will be higher than if the Advisory Fee payable were based on the fair value of such investment. The Adviser has discretion in determining whether and when an investment is an Impaired Value Investment, which impacts the calculation of Advisory Fees. As provided in certain Clients’ Organizational Documents, following the investment period of such Client, the Advisory Fees with respect to such Client are typically calculated based on remaining invested capital, which is reduced by the value of any Impaired Value Investments. Such determination is inherently subjective, may be shaped by market information and other considerations, and can change over time. As a result, a conflict of interest exists because the Adviser has an incentive to refrain from or delay permanently writing down investments in order to ensure the Advisory Fee base does not decrease, which would result in higher Advisory Fees ultimately paid to the Adviser. In general, the Adviser evaluates several criteria in determining whether to permanently write down an investment, including, without limitation, how long the investment has been held, length of time the investment has been marked down, materiality of markdown, anticipated holding period of the investment, volatility in valuation,

impact of market conditions on valuation, other valuation methodologies showing increased valuations, and anticipated recovery path for the investment. The Adviser has no obligation to use any specific methodology when making this determination and may change the criteria used in its sole discretion from time to time. The Adviser has flexibility in determining the applicability and weight of factors considered and has ultimate discretion in determining whether an investment should be permanently written down. As a result, the Adviser is permitted to determine that even extremely distressed investments should not be permanently written down. There can be no assurance that an investment, in hindsight, should have been permanently written down or should have been permanently written down at an earlier date. As discussed above in Item 6, the General Partners of many of the Funds are entitled to Carried Interest or to an allocation of Incentive Allocation under the terms of the Organizational Documents of such Funds. The existence of the General Partners’ Carried Interest or Incentive Allocation creates an incentive for the General Partners to cause such Funds to make more speculative investments than they would otherwise make in the absence of performance-based compensation. Notwithstanding the above, the Adviser generally considers performance-based compensation to better align its interests with those of its investors, particularly in instances where the Organizational Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals. The Organizational Documents provide the General Partners with wide-ranging authority to make determinations, including those related to investment purchases and dispositions, valuation, and other matters, such as the cessation of the relevant Client investment period and the later commencement of a successor Client’s investment period (including timing determinations relating to each of the foregoing) that in each case have the potential to affect the General Partners’ compensation. In making such determinations, the General Partners are subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for the General Partners or their affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Client’s Advisory Fee and Carried Interest compensation arrangements. The nature of any compound preferred return in a Client’s carried interest arrangements provides incentives for the relevant General Partner to accelerate actions that would result in earlier gains, such as dispositions, dividends, distributions, and recapitalizations. The General Partners expect to be incentivized to cause a Client to make, hold, value, and/or dispose of investments (and to delay or forego a determination that the investments are Impaired Value Investments) in order to receive greater ongoing Advisory Fees and, potentially, earlier and/or larger Carried Interest distributions than would otherwise be the case if such investments had not been made or held (or if such determination had not been made), including because of the possibility that the investments’ values will appreciate in the future. Where the Advisory Fee is calculated taking into account the valuation of an investment, including a determination of whether an investment has become an Impaired Value Investment, the Adviser will have incentives to make determinations that result in the continued payment of, or a higher, Advisory Fee. Where the Organizational Documents do not require Advisory Fees to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends, or similar transactions, the Adviser is incentivized to pursue such transactions. In many circumstances for certain Clients, the calculation of post-Stepdown Date Advisory Fees will include the value of capitalized Transaction Fees, expenses, costs, or other amounts relating to unrealized

investments, including such amounts payable or reimbursable to the Adviser and its affiliates. The Adviser and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio investments pay such amounts out of available operating cash, but also to increase the base on which future Advisory Fees will be calculated. These incentives run counter to the Adviser’s incentives to reduce the amount of fees, expenses, and costs borne by certain Clients’ investments in light of the effect of these amounts on the Clients’ carried interest calculations. Additionally, the amount of Carried Interest owed to the Adviser is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are Impaired Value Investments, and the Adviser expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment is an Impaired Value Investment, within the requirements of the relevant Organizational Documents. The Adviser’s wide-ranging authority on the determination of Impaired Value Investments, and the criteria used by the Adviser or its affiliates in valuing an investment, or determining whether an investment is an Impaired Value Investment, have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of the Adviser’s determination that an investment is an Impaired Value Investment, and, except as set forth in the Organizational Documents, neither the Adviser nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during the Client’s holding period. In making its determination, the Adviser is entitled to make its own determination, taking into account all facts and circumstances it deems relevant, subject to the provisions of the Organizational Documents. As a general matter, the standards for determining Impaired Value Investments are intended to be high, and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of the Adviser’s compensation is dependent in part on an investment’s status as an Impaired Value Investment, the Adviser faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. Although the Adviser intends to operate in accordance with the Organizational Documents, as well as its valuation policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. A Client’s General Partner generally is permitted to receive a distribution in kind from the Client, including in connection with investment dispositions or the payment in kind of amounts owed to the General Partner as Carried Interest (which generally will be made using the value of the relevant securities on the date of distribution). In such circumstances, there is a potential conflict of interest between the General Partner (and its beneficial owners) and the relevant Client’s investors. For example, a General Partner and its beneficial owners may intend to hold the investment for a different time period than the Adviser deems suitable for the relevant Client. Although a General Partner and its beneficial owners bear the risk that such securities will decrease during their holding period, to the extent the value of the relevant securities increases following the relevant Client’s disposition thereof, neither the relevant Client nor its investors will benefit from the increase, and over time the economic benefit to the General Partner and its beneficial owners could exceed the value of the General Partner’s pro rata interest in the Client and the amount of Carried Interest owed. To the extent the beneficial owners of a General Partner contribute such securities to a charity

(including to a private foundation or other charitable organization associated with, operated, or chosen by such persons or their families), any tax efficiencies or other personal benefits associated with the contribution will inure to the benefit of such beneficial owners rather than to the relevant Client or its investors. With respect to certain Clients, the Adviser or its affiliates are permitted to receive an Incentive Allocation in respect to unrealized appreciation of a Client’s assets, and the Advisory Fee will take into account the unrealized value of the Client’s assets and any cash and cash equivalents. Accordingly, the Adviser or its affiliates may receive an Incentive Allocation or Advisory Fee on assets where the relevant gains have not been realized. Pursuant to the Organizational Documents of certain Funds, the General Partner is required to return excess amounts of Carried Interest as a clawback or giveback. This clawback obligation may create an incentive for the General Partner to defer disposition of one or more investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to the Fund or would otherwise result in a clawback situation for the General Partner. Additionally, the Adviser is subject to a conflict of interest because varying compensation arrangements among Clients could incentivize the Adviser to manage Clients differently. Depending on the compensation rates in the Clients relative to each other, these and other differences could make the Clients less profitable on a marginal basis to the Adviser than certain other Clients or vice-versa. Providers of Operations Support The Adviser, the Clients, the General Partners, and the Clients’ portfolio investments will from time to time retain other companies and individuals (“Operations Support Providers”), which will include, from time to time, affiliates of the Adviser, former employees of the Adviser or Client, portfolio investments, third party consultants (including, but not limited to, specialized consultants, external executives, industry advisory roundtable members), and similar professionals (including professionals with a variety of titles within the Adviser’s organization), lawyers, operating personnel, operation partners, strategic partners, executive partners, or senior executive advisors. The Operations Support Providers are engaged to provide due diligence, research, sourcing, operational support, specialized operations, legal services, human resource services, consulting services, and/or similar or related services to the Clients or to or in connection with one or more of a Client’s portfolio investments or prospective portfolio investments in relation to the identification, acquisition, holding, maintenance, development, improvement, and/or disposition of such existing or potential portfolio investments (including operational aspects) and from time to time also to provide front office functions with respect to a Client, such as sourcing, capital markets, or other investment-related functions (such services collectively, “Operations Support Services”). These services may be high level insight or extensive day-to- day roles, and may include support to the Adviser, a Client, or a Client’s portfolio investments regarding, among other things, the portfolio investment’s management (including serving in management positions as a full-time or part-time employee of a portfolio investment or on the board of directors of the portfolio investment, or by otherwise participating in determining corporate strategy), the portfolio investment’s supply chain, revenue and margin management (including determining sales/marketing strategy and retail

strategy), data intelligence, finance (including generating metrics and reporting and business restructuring), human capital management (including recruiting personnel and determining executive/incentive compensation), legal or regulatory compliance services, travel, and entertainment cost optimization, IT, corporate communications (including marketing and public relations as well as opportunity identification at conferences and similar industry events and forums), supporting the formation of and fundraising for the Clients, legal, customer service, sustainability (including, strategy, policy, and reporting development), real estate matters, and similar operational matters. It is expected that the services provided by the Operations Support Providers will fluctuate and/or expand over time. The nature of the relationship with each such Operations Support Provider and the time devotion requirements of each such Operations Support Provider may vary significantly. Certain Operations Support Providers may be subject to contractual obligations to exclusively provide certain services to the Clients and/or the portfolio investments. These arrangements may be memorialized in a formal written agreement or may be informal and are negotiated individually, depending upon the anticipated Operations Support Services to be provided. In certain cases, Operations Support Providers have attributes of Adviser employees (for instance, they may have dedicated office space, receive Adviser administrative support services, participate in general meetings or events for Adviser personnel, have Adviser e-mail addresses or business cards, appear on the Adviser’s website, and/or provide services exclusively to the Adviser), even though they are not employees, affiliates, or personnel of the Adviser. Operations Support Providers may be offered the ability to co-invest alongside Funds or will, from time to time, be offered the opportunity directly by the portfolio investment to invest in the company, including in investments in which such Operations Support Provider is involved or participates in the management thereof. In connection with the provision of services to the Clients and/or their portfolio investments, Operations Support Providers receive compensation and reimbursement of expenses, which may include, without limitation, cash fees, retainers, discretionary bonuses (whether or not based on predetermined milestones), transaction fees, a profits participation, or equity interests in a portfolio investment or holding company, incentive equity and stock awards, profits or equity interests in one or more Clients or General Partners, remuneration from the Adviser and/or its Clients or affiliates, guaranteed minimums, or other compensation or benefits and reimbursements for expenses, and any attributable overhead associated with third-party Operations Support Services (collectively, “Operations Expenses”), which are generally paid and/or reimbursed by the Adviser, the Client’s portfolio investments, and/or the Clients. Compensation in the form of profits or equity interests in a portfolio investment or intermediate holding company generally has a dilutive impact on the relevant Client’s investment, and has the potential to result in economic effects greater than the original amount of compensation, and the relevant Client typically will bear the costs of all Operating Support Provider compensation as well as fees, costs, and expenses of structuring Operating Support Provider arrangements. Operations Expenses (including Operations Expenses incurred in connection with an Operations Support Provider that is affiliated with a General Partner) are generally determined at the discretion of the Adviser, taking into account the particular Operations Support Services, often include (for those Operations Support Providers that are employees of an affiliate) reimbursement of an allocable portion of an affiliated Operations Support Provider’s compensation (including, without limitation, salary, bonus, payroll taxes, and benefits (including vacation time and sick leave)) and overhead (including, without limitation, rent, administrative support, and related operating expenses), other fees, a retainer or other incentive94

based compensation to the Operations Support Provider, and are otherwise determined by taking into account any other factors that the Adviser, as applicable, deems appropriate in its sole discretion, including, but not limited to, the value of the time of the Operations Support Provider and amounts charged by other providers for comparable services, a percentage of (and such rate per unit of time multiplied by time worked) cash flows from a portfolio investment, a percentage of the value of the portfolio investment, the investment capital exposed to a portfolio investment or a value of the Operations Support Providers time (including an allocation for overhead and other fixed costs). The determination of whether a service is an Operations Support Service will be made by the Adviser in its sole discretion, but will generally be based on whether third parties provide such services to investment advisers or companies. In the event an Operations Support Provider is paid an annual retainer, the value provided to the relevant Client and/or portfolio investment by such Operations Support Provider may vary year to year, and there can be no assurance that the annual retainer paid will be commensurate with the value provided by the Operations Support Provider. Operations Expenses will also be incurred in respect of a Client’s portfolio investments prior to the closing of the investment. Operations Support Providers will, from time to time, be offered the ability to invest in a Client or in a particular investment as a co-investor on preferred economic terms (including on a no-fee/no-carry basis). Where an Operations Support Provider provides services to a portfolio investment owned by multiple Clients, the Adviser will allocate the costs, fees, and expenses of such Operations Support Provider using such methodologies as determined in its sole discretion, which will include methodologies such as relative ownership of such portfolio investment attributable to fee-paying commitments of those Clients. In general, the Adviser views the availability of the services of its Operations Support Providers as beneficial to all of the Clients on the whole. It may not always be predictable which portfolio investments or Clients will need particular services, and some services may benefit multiple portfolio investments and/or Clients. As such, there may be no simple measure for allocating the cost of Operations Support Providers between the Clients, and the Adviser will under certain circumstances cause Clients to pay Operations Support Providers for work that under some or all measures would be allocable to other Clients and their portfolio investments. In such cases and other circumstances in the discretion of the Adviser, the Clients, and/or their portfolio investments will bear a disproportionate burden of the cost of Operations Support Providers. The Adviser will have the discretion to determine that the Clients and/or their portfolio investments bearing a disproportionate burden of the costs of Operations Support Providers is fair and equitable under the circumstances. To the extent services may be provided for the benefit of a Client, without reference to a particular portfolio investment, Operations Expenses incurred in connection with such services are borne by such Client. In the event one or more Operations Support Providers (directly or indirectly) are providing services with respect to the Client or portfolio investments in which multiple Clients hold an interest, such Operations Expenses will be allocated as determined by the Adviser consistent with the Organizational Documents of the applicable Client. The determination of whether a service is an Operations Support Service, and whether an Operations Expense is paid by a portfolio investment, a Client, or the Adviser will be made by the Adviser in its reasonable discretion. The determination of the Adviser as to whether a service is an Operations Support Service, the categorization of any fees and expenses (e.g., as Operations Expenses), and the allocation of such fees and expenses shall be binding on the Clients and their investors. Over time, certain existing and former employees of the Adviser (including senior personnel) may transition to an Operations Support Provider role, which will shift the burden of compensation of such persons

from the Adviser to the applicable Client and/or its portfolio investments. It may be difficult to distinguish services provided by the Operations Support Providers from the investment advisory services provided to the Clients by the Adviser and its affiliates. Portfolio investments are permitted to engage and pay Operations Support Providers to perform Operations Support Services that, directly or indirectly, benefit the Adviser, its affiliates, other Clients, and/or portfolio investments. Consequently, the Adviser, its affiliates and/or other portfolio investments may benefit from Operations Support Services without being charged or charged at reduced rates. Conversely, portfolio investments of one Client may benefit from Operations Support Services that are paid for by the Adviser, its affiliates, and/or portfolio investments of other Clients. Likewise, certain Clients may pay Operations Support Providers to perform services that, directly or indirectly, benefit the Adviser, its affiliates, and/or portfolio investments. Related Services As described in Item 5 above, the Adviser and its affiliates will typically perform Related Services for, and will, in certain instances receive Transaction Fees from, actual or prospective portfolio investments or other investment vehicles of certain Funds. Such fees will be in addition to any Advisory Fees, Carried Interest, or Incentive Allocation paid by the Funds to the Adviser. The Adviser’s receipt of Transaction Fees would give rise to potential conflicts of interest between the Funds and their investors on one hand, and the Adviser and its affiliates, on the other hand. The Adviser generally has discretion over whether to charge a Transaction Fee and if so, the fee rate or amount, and a Transaction Fee charged by the Adviser will from time to time exceed the amount that would be customary in an arms’ length transaction. Transaction Fees received by the Adviser are ultimately paid, directly or indirectly, in part by certain Funds, which impacts the fair value of investments and the performance of such Funds. Further, a portion of the Transaction Fees will be retained by the Adviser, and will not be shared with any investor in any Fund. Payment of these fees creates a conflict of interest between the Adviser and the Funds and their investors because (1) the amounts of these fees and reimbursements are often substantial, (2) the Funds and their investors may not have an interest in these fees and reimbursements, and (3) the Adviser has the discretion to determine the amount of fees it receives which is indirectly paid by a Fund. The Adviser or its affiliates charge Transaction Fees only in rare situations. Even in circumstances where Transaction Fees would be completely offset against Advisory Fees under the Organizational Documents, the Adviser’s receipt of Transaction Fees when due from portfolio investments provides a benefit to the Adviser in that it generally results in earlier availability of such amounts relative to Advisory Fee due dates. In accordance with the Organizational Documents, investors will not receive interest or other compensation for the time period between Transaction Fee receipt and the later date of offset of the relevant amounts (if any) against the relevant Advisory Fees. Entities other than Funds that participate in investments alongside the Funds (such as entities through which the Adviser and certain employees and affiliates of the Adviser invest alongside the Funds) may have a right to share in such fees, and Advisory Fees will generally not be reduced in connection with the receipt of such entities’ share of such fees. In many cases with respect to the implementation of the arrangements described above, there is not an independent third party involved on behalf of the relevant portfolio investment, and, therefore, such fees are not subject to a market check. A conflict of interest exists in the determination of any

such fees and other related terms in the applicable agreement with the portfolio investment, by virtue of the Adviser acting on behalf of both parties. Diverse Membership The investors in the Funds generally include U.S. taxable and tax-exempt entities, and institutions from jurisdictions outside of the U.S. Such investors (including the General Partner) often have conflicting investment, tax, and other interests with respect to their investments in a Fund. The conflicting interests among the investors typically relate to or arise from, among other things, the nature of investments made by a Fund, the structuring of the acquisition of investments, and the nature and timing of the disposition of investments. As a consequence, conflicts of interest arise in connection with decisions made by the Adviser or its affiliates, including with respect to the nature or structuring of investments, that are more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for a Fund, the Adviser and its affiliates will consider the investment and tax objectives of the applicable Fund, not the investment, tax, or other objectives of any investor individually. Business with and among Portfolio Investments, Investors, and Prospective Investors Given the collaborative nature of the Adviser’s business and the portfolio investments in which the Clients have invested, there are often situations where the Adviser is in the position of recommending the services of a portfolio investment to other portfolio investments of the Clients, which may involve fees, commissions, servicing payments, and/or discounts by the Adviser, an affiliate, or a portfolio investment. The Adviser will generally have a conflict of interest in making such recommendations, in that the Adviser has an incentive to maintain goodwill between it and the existing and prospective portfolio investments for the Clients, while the products or services recommended are not necessarily the best available to the portfolio investments held by the Clients. The benefits received by a portfolio investment providing a service may be greater than those received by the Clients and the portfolio investments receiving the service. While the Adviser will seek such arrangements that it believes at the time are of mutual benefit to both portfolio investments, there can be no assurance that the benefits will be symmetrical. The Adviser has an incentive to recommend the products or services of certain investors or prospective investors in the Clients, certain third parties, or their related businesses to the Clients or their portfolio investments for use or purchase, even though the products or services recommended may not necessarily be the best available to the Clients or the portfolio investments. Portfolio investments controlled by a Client may provide services to its affiliates, Adviser Personnel, certain Client investors, or prospective investors. The Adviser has an incentive to cause the portfolio investment to favor those investors or prospective investors relative to other portfolio investment clients or customers in terms of pricing or otherwise, which could adversely affect the portfolio investment’s profitability to the Client. Additionally, the portfolio investment could recommend to its clients or customers that they invest in a Client. The Adviser or an affiliate, acting on their own behalf or on behalf of a Client, reserve the right to enter into lease arrangements with Client portfolio investments (including their subsidiaries),

including for the lease of office space and/or data centers owned by Adviser, its affiliates, or other Clients. Such arrangements will be entered into at then-prevailing market rates that are validated by third parties and/or its market research. Payments under such lease agreement and similar arrangements will not offset or reduce the Advisory Fees and will not otherwise be shared with Clients or investors, and there can be no assurance that the terms of such arrangements will be the lowest cost or best terms available for such investment. The Adviser and/or its affiliates (including Adviser Personnel) will from time to time engage in business opportunities arising from a Client’s investment in a portfolio investment (for example, without limitation, entering into a joint venture with a portfolio investment, making a proprietary investment in a portfolio investment) or receiving a loan or extension of credit from a portfolio investment, including personal use). This creates a conflict of interest, as such interests are a benefit arising from the Client’s investment and may vary from the applicable Client’s interest (e.g., whether to make a follow-on investment and, if so, how much should be allocated to the Client). A Client in certain circumstances may make loans to a portfolio investment where such company requires an infusion of cash for various reasons. While any such short-term loan (or bridge financing) could be converted into a more permanent, long-term security, it is entirely possible, for reasons not always in a Client’s control, that issuance of long-term securities or other refinancing or syndication may not occur, and such short-term loans (or bridge financings) may remain outstanding for long periods of time. Similarly, expected sources of cash to repay loans may not become available. In such events, the interest rate charged may not adequately reflect the risk associated with the position taken by a Client. With respect to transactions or agreements with portfolio investments (including long-term incentive plans), at times, if unrelated officers of a portfolio investment have not yet been appointed, the Adviser may negotiate and execute agreements between the Adviser and the Clients on the one hand, and the portfolio investment or its affiliates, on the other hand, which could entail a conflict of interest in relation to efforts to enter into terms that are arm’s length. Current and former founders and prospective founders, officers, executives, and other affiliates of portfolio investments have and likely will invest in a Client. While the Adviser believes this aligns portfolio investment management teams and other affiliates with the best interests of the Client, the Adviser may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio investment in order to maintain the goodwill with such portfolio investment management team investor or other affiliate of the portfolio investment that is an investor in a Client such that they continue to invest in the Clients, among other reasons. The Adviser’s relationships with current, prospective, or former executives, directors, and founders, or other affiliates of portfolio investments of the Clients or of other private funds, and executives of the banks and other lending institutions that provide financing to the portfolio investments of the Clients will under certain circumstances lead to conflicts of interest, including conflicts of interest with respect to portfolio investments of the Clients that are associated with such individuals and entities. For example, such relationships could influence decisions as to whether to invest in or divest from a portfolio investment and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Client over another Client. In certain instances, a portfolio investment owned by one Client may compete with, may be a customer of, or may be a Service Provider to, a portfolio investment owned by another Client. In addition, in certain circumstances, a portfolio investment owned by one Client may enter into a

leasing arrangement, or may be a tenant of, a portfolio investment or property owned by the same Client, another Client, or the Adviser or its affiliates. Payments under such leasing arrangements and similar arrangements will not offset or reduce the Advisory Fee and will not otherwise be shared with the applicable Client, and there can be no assurance that the terms of such arrangements will be the lowest cost or best terms available for such portfolio investment. In providing advice to a portfolio investment or property, the Adviser is not obligated to and need not take into consideration the interests of other relevant portfolio investments, properties, or Clients. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by the Adviser to a portfolio investment or property may have adverse consequences to another portfolio investment or property owned by the same Client, another Client, or the Adviser. A Client’s portfolio investments may be counterparties or participants in agreements, transactions, or other arrangements with portfolio investments of such Client or other Clients managed by the Adviser that, although the Adviser determines to be consistent with the requirements of such Clients’ Organizational Documents, may not have otherwise been entered into but for the affiliation with the Adviser, and which may provide economic or other benefits to affiliates of the Adviser that are not subject to the Advisory Fee offset provisions described herein (such transactions, “Portfolio Investment Transactions”), even though some of the services that may be provided are similar in nature to the services provided by the Adviser or its affiliates. Such agreements, transactions, and other arrangements will generally be entered into without the consent or direct involvement of the Clients and/or the Adviser or the consent of any advisory board. Portfolio Investment Transactions may include, for example, a Client (i) engaging a portfolio investment of another Client to provide services (including, but not limited to, property management, leasing services and oversight, corporate services, statutory services, construction and development management, and loan management and servicing, and within one or more such categories, providing services in respect of asset and/or investment administration, accounting, technology, tax preparation, finance, treasury, operational coordination, risk management, insurance placement, human resources, legal and compliance, valuation and reporting related services), (ii) entering into a transaction related to the purchase or sale of the assets to or from a portfolio investment of another Client or (iii) entering into a lease with a portfolio investment of another Client for all or a portion of one or more portfolio investments. With respect to Portfolio Investment Transactions, although the Adviser intends to select counterparties that it believes are aligned with its operational strategies for a Client and that will enhance the applicable portfolio investments’ performance, the Adviser has an incentive to recommend portfolio investments of other Clients because of its financial, business, or other interests (including whether the use of such entities could establish, recognize, strengthen, or cultivate relationships that have the potential to provide longer-term benefits to the Adviser or other Clients), which may cause the Adviser to favor such retention or continuation even if a better price and/or quality of service could be obtained from another person or entity. Whether or not the Adviser has a relationship with, or receives financial or other benefits from recommending, a particular counterparty, there can be no assurance that no other counterparty is more qualified to provide the applicable services or do so at a lesser cost, or in the event of a purchase, sale or joint venture, willing to enter into such a Portfolio Investment Transaction on more favorable terms. Portfolio investments owned by other Clients are expected to charge for Portfolio Investment Transactions at rates generally consistent with those available in the market for similar goods and services or, alternatively, pass through expenses on a cost reimbursement, no-profit, or break-even basis, in which case such portfolio investment allocates to the applicable portfolio investment(s) of

the Client the costs and expenses directly associated with work performed for the benefit of the Client or such portfolio investment(s), along with any related tax costs and an allocation of such portfolio investment’s overhead, including some or all of the following: salaries, wages, benefits and travel expenses; marketing and advertising fees and expenses; legal, accounting and other professional fees and disbursements; office space and equipment; insurance premiums; technology expenditures, including hardware and software costs; costs to engage recruiting firms to hire employees; diligence expenses; one-time costs, including costs related to building-out and windingdown a portfolio investment; taxes; and other operating and capital expenditures. Any of the foregoing costs, although allocated in a particular period, may relate to activities occurring outside the period, and, therefore, a Client could pay more than its pro rata portion of fees for such goods and services provided to it. A Client and its portfolio investments generally will not be reimbursed for any costs (such as start-up costs) incurred by a portfolio investment prior to such engagement. To the extent debt or equity financing or other services for portfolio investments of the Client are provided by one or more portfolio investments of other Clients with respect to any Portfolio Investment Transaction, the Adviser could have incentives to cause a Client and/or its portfolio investments to accept less favorable financing terms from than it would from a third party. The Adviser may cause portfolio investments to enter into agreements regarding group procurement (which may depend on the volume of services purchased under these agreements and which may be pooled across multiple portfolio investments and discounted due to scale), benefits management, data management and/or mining, technology development, purchase of title and/or other insurance policy (which may be pooled across multiple portfolio investments and discounted to scale), and other similar operational initiatives that may result in fees, better pricing, rebates, commissions, servicing payments or similar payments, and/or discounts being paid to the Adviser, its affiliates, or a portfolio investment, including related to a portion of the savings achieved by the portfolio investment. While the Adviser may have a conflict of interest because its economic benefit may incentivize the Adviser to maintain such arrangements, the Adviser believes that such agreements benefit the portfolio investments due to increased access to quality products and services at beneficial pricing, and the Adviser’s benefits from such arrangements are reduced because the Adviser only benefits at the same rate as the portfolio investments. However, it should not be assumed that a company related to, or otherwise affiliated with the Adviser, will only take actions that are beneficial to, or not opposed to, the interests of a Client and its portfolio investments. From time to time the Adviser, its affiliates and personnel and persons selected by them expect to receive the benefit of friends and family and similar discounts from portfolio investments owned by the Clients under which such portfolio investments make their goods and/or services available at reduced rates. Certain members of a Fund’s advisory board are, or in the future will be, officers or directors of, or otherwise affiliated with, investors in another Fund. The General Partner of a Fund will from time to time utilize the services of investors and their affiliates on an arm’s length basis with commercially reasonable terms, as it deems appropriate. Service Providers Services required by a Client (including some services historically provided by the Adviser or its

affiliates to the Clients) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third-parties or provided by licensed software, in each case in the discretion of the Adviser or its affiliates. The Adviser has an incentive to outsource such services at the expense of the Clients to, among other things, leverage the use of Adviser personnel. Such services may include, without limitation, deal sourcing, asset management, IT, licensed software, depository, data processing, client relations, human relation services, consulting, administration, custodial, subcustodial, marketing and marketing-reviews, accounting, administration, appraisal, valuation, legal, human resources, client services, compliance, cybersecurity, corporate secretarial and tax support, director services, and other similar services. Outsourcing may not occur universally for all Clients and accordingly, certain costs may be incurred by a Client for a third-party Service Provider that is not incurred for comparable services by other Clients. The decision by the Adviser to initially perform a service for a Client in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party Service Provider in the future, and the Adviser has no obligation to inform such Clients or investors of such a change. Such services may also supplement or be performed alongside services performed by the Adviser. The costs, fees, and expenses of any such third-party Service Providers will be borne by the relevant Clients. The Adviser may engage certain Service Providers to provide services to the Adviser, the Clients, and/or the portfolio investments, of the Clients, including services during the due diligence and acquisition process. Such Service Providers are, in certain circumstances, investors or prospective investors in a Client or affiliates of such investors and may include, for example, investment or commercial bankers, outside legal counsel, pension consultants, and/or other investors or prospective investors who provide services (including mezzanine and/or lending arrangements). The engagement of any such Service Provider may be concurrent with an investor’s admission to a Client, or during the term of such investor’s investment in the Client. This creates a conflict of interest, as the Adviser may give such investor preferred economics or other terms with respect to its investment in a Client, enhanced information, or may have an incentive to offer such investor co-investment opportunities that it would not otherwise offer to such investor. In addition, the Adviser will have a conflict of interest in recommending the retention or continuation of a Service Provider to the Clients or a portfolio investment if such recommendation, for example, is motivated by a belief that the Service Provider will continue to invest in Clients or will provide the Adviser information about markets and industries in which the Adviser operates, will provide other services that are beneficial to the Adviser and/or will provide financial sponsorship of events held by the Adviser (such as transaction closing dinners or outings, or informational summits or training events for the Adviser or portfolio investment personnel). The Adviser generally has an incentive to recommend the products or services of certain investors or prospective investors in the Clients to the Clients or their portfolio investments for use or purchase, even though the products or services recommended may not necessarily be the best available to the Clients or the portfolio investments. In addition, a portfolio investment has an incentive to engage a Service Provider that is an investor or prospective investor in a Client in order to, among other things, maintain the goodwill with the Adviser. The Adviser generally will from time to time, in its discretion, contract with a related person of the Adviser (including, but not limited to, a portfolio investment of a Client) to perform services for the Adviser in connection with its provision of services to the Clients. When engaging a related person to provide such services, the Adviser has an incentive to recommend the related person even if

another person may be more qualified to provide the applicable services and/or can provide such services at a lesser cost. A number of factors, including the particular relationship with a Service Provider and the nature of its services (which may be specialized or customized to meet the needs of the Adviser and its Clients and portfolio investments in ways that other providers may not offer), could result in such Service Provider’s fees, costs, and expenses not always being comparable to those charged for such services by other third parties and, consequently, there may be limited or no cost savings from the retention of such Service Provider. The Adviser retains its discretion to select the Service Provider for any services to be provided to the Clients after considering the factors that the Adviser deems relevant, which could include price, quality of service, and/or the ability of a Service Provider to meet the Adviser’s specific requirements, and the Adviser will not have an obligation to evaluate alternative providers or to compare pricing for such Service Provider’s services. Former Adviser employees may also become employees, officers, or directors of, or otherwise be engaged by, third-party Service Providers that provide services to the Adviser, the Clients, and/or portfolio investments. While employed by the Adviser, the cost of the compensation, benefits, and attributable overhead provided to these individuals are paid by the Adviser unless a Client’s Organizational Documents permit certain allocations of internal expenses to the Client. If a former Adviser employee becomes an employee or consultant of a third party that also provides services to a Client, such former Adviser employee may be assigned by such third party to provide services to that account. In such instance, the cost of the third-party Service Provider attributable to the former Adviser employee working on the Client will be borne entirely by the Client and no such amounts will reduce the Advisory Fee paid or the Carried Interest distributed by such Client on the basis that such person used to be a former Adviser employee. Employees of the Adviser or its affiliates, and/or their family members or relatives may have ownership, employment, other economic, or other interests in such Service Providers. These relationships that an Adviser may have with a Service Provider can influence the Adviser in determining whether to select or recommend such Service Provider to perform services for a Client or a portfolio investment. The Adviser will have a conflict of interest with the Clients in recommending the retention or continuation of a Service Provider to the Clients or a portfolio investment if such recommendation, for example, is motivated by a belief that the Service Provider will continue to invest in Clients or will provide the Adviser information about markets and industries in which the Adviser operates or is interested or will provide other services that are beneficial to the Adviser. Although the Adviser selects Service Providers that it believes will enhance portfolio investment performance (and, in turn, the performance of the relevant Client(s)), there is a possibility that the Adviser, because of financial, business interest, or other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. As part of the Adviser’s business, the Adviser, its affiliates, and other Adviser Personnel have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, developers, property managers, asset managers, administrative agents, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers, employees, and contractors of current and former portfolio investments, current and former Service Providers to current and former portfolio investments, former employees and contractors, and members of the Adviser.

Certain of these third parties: (i) introduce investment opportunities to the Adviser; (ii) arrange for, or facilitate the financing of, the purchase, or recapitalization of current and potential portfolio investments; (iii) introduce portfolio investments to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio investments or (v) provide investment banking, consulting, legal, or advisory services to the Adviser, the Clients, or portfolio investments. Certain other Service Providers to the Adviser, the Clients, and/or the portfolio investments, or affiliates of such Service Providers, also provide goods or other services to or have business, personal, financial, or other relationships with the Adviser, Adviser Personnel its affiliates, or their respective portfolio investments. Such Service Providers (or their employees) may also source investment opportunities, be co-investors, or commercial counterparties or entities in which the Adviser and/or the Clients have an investment, and payments by a Client and/or such portfolio investments may indirectly benefit the Adviser and/or such Client. In addition, such third parties may invest in one or more Clients, co-invest in one or more portfolio investments, provide other significant business or investment services to the Adviser, the Clients, and/or portfolio investments, or compete with the Clients for investment opportunities. These relationships create conflicts of interest as the Adviser will have incentives to select or recommend any such third-party to perform services for the Clients or a portfolio investment. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Clients or portfolio investments, as applicable. In addition, the Adviser’s and Adviser Personnel’s relationships with banks and other lending institutions will at times originate from a Client’s investment in portfolio investments and inure to the benefit of the Adviser Personnel. Such lending institutions will from time to time be incentivized to provide services to Adviser Personnel, including by providing extensions of credit or other loans, if they anticipate such services will provide them with further opportunities with respect to the Clients or their portfolio investments. These arrangements will create additional conflicts of interest as the Adviser Personnel’s and the lending institution’s interests may or may not align with those of the Clients, their portfolio investments, and investors. The Clients expect from time to time in the future to pay a fee to an investment bank with respect to a particular transaction which fee may, in whole or in part, reflect a payment to the investment bank for finding deals for the Adviser and the Clients in the future. As a result, the Client paying the fee to the investment bank may not receive the benefit of the future deals sourced by the investment bank and the other Client to which a deal is allocated will not be required to reimburse the paying Client for such fee. The Adviser may receive paid sponsorships for portfolio investment events from third party Service Providers. The value of any such sponsorships will not reduce the Advisory Fee or otherwise be shared with the Clients or investors in a Fund. The Adviser, its personnel, and Service Providers may have different fee arrangements for different types of services provided, and often Service Providers charge varying amounts. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required, and the time demands of the Service Provider. As a result, to the extent the services required by the Adviser or its personnel differ from those required by the Clients and/or their portfolio investments, the Adviser and its personnel will pay different rates and fees than those paid by the Clients and/or their portfolio investments, which will not offset the Advisory Fee or otherwise benefit the Clients. The use of common Service Providers creates a conflict of interest between the Adviser and its personnel, on the one hand, and the Clients and/or the portfolio investments, on the other hand, in

determining whether to engage such Service Providers, including the possibility that the Adviser or its personnel will favor the engagement or continued engagement of such persons if it receives a benefit from such Service Providers, such as lower fees, that it would not receive absent the engagement of such Service Provider by the Adviser or its personnel and/or Clients. The Adviser and the Clients will generally engage common legal counsel and other Service Providers in a particular transaction, including a transaction in which there may be conflicts of interest. Members of the law firms engaged to represent the Clients may be investors in a Fund, and may also represent one or more portfolio investments or investors in a Fund. In the event of a significant dispute or divergence of interest between Clients and/or the Adviser, the parties may engage separate counsel in the sole discretion of the Adviser, and in litigation and other circumstances separate representation may be required. The Adviser may also be confronted with tasks that can be accomplished either by its employees (including secondees) or by Service Providers. The Adviser’s allocation of such tasks may be influenced by whether the Adviser or a Client would bear the fees and expenses of a third-party Service Provider or vendor. Due to, among other things, limited internal resources, the Adviser may be incentivized to allocate such tasks related to Clients to Service Providers (including in cases where its employees may be able to accomplish such a task faster or with higher quality than a thirdparty Service Provider), such that the Clients would bear the fees and costs thereof. The Adviser from time to time is permitted to cause the Clients to bear the full cost and expense of engaging certain third-party Service Providers on behalf of a portfolio investment. In the event a Client is not the sole shareholder of the portfolio investment, other shareholders will benefit from the costs incurred by such Client and will not reimburse the Client for their pro rata portion of the cost of any such Service Provider. The Adviser expects certain Service Providers, their affiliates, and personnel to invest in, or coinvest alongside, one or more Clients, and due to the nature of the Service Provider relationships and the timing of services, these persons have the potential to have information advantages relative to other investors or co-investors, and in certain circumstances could be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors or could be offered co-investment opportunities on preferred terms. Conflicts of interest exist in the allocation of the costs and benefits of arrangements with service providers for the provision of goods or services to the Adviser, the Clients, other Adviser clients, and/or their respective portfolio entities. The Adviser manages such conflicts and makes allocation judgments with respect to such costs and benefits in its fair and reasonable discretion, notwithstanding its interest in the outcome. The Adviser’s allocation decisions with respect to Service Providers at times are informed by input from the relevant Service Provider (including but not limited to where the Service Provider provides recommended allocation percentages across the relevant parties or provides market practice insight with respect to allocation percentages), and it is possible that the relevant Service Provider could, due to a conflict, recommend expense allocations that are more favorable to the Adviser than the Clients or their portfolio investments. There may be instances where the target portfolio investment of one Client is the Service Provider of another Client, and an acquisition of the target portfolio investment by the original Client would create a conflict of interest for the other Client. For example, when the target portfolio investment of

the original Client is the valuation agent of the other Client, the acquisition of the portfolio investment by the original Client would create issues related to independence. Therefore, due to such conflict, there may be circumstances where the Adviser declines to make an investment on behalf of the original Client, even if such investment would be beneficial to the original Client and/or fits within the original Client’s Investment Allocation Requirements. Additionally, due to such conflict, there may be circumstances where the interests of the original Client are subordinated to the perceived interests of the other Client, which may be to the detriment of the original Client. Third Party Placement Agents As further discussed in Item 14 below, the Adviser will from time to time engage one or more persons to act as placement agent for a Client in connection with the offer and sale of interests in such Client to certain potential investors. Such placement agents generally receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Client that are subsequently accepted, and reimbursement for agreed upon expenses. Basing the placement agent’s compensation on an investor’s decision to invest could create a conflict of interest by incentivizing the placement agent to attract investors to a Client even if it is not in the investors’ best interests to subscribe. Property-Related Services As described in Item 5 above, subject to the terms of the Organizational Documents, the Adviser expects, on behalf of a Client, from time to time to engage affiliates or former affiliates of the Adviser (including employees of the Adviser and former employees of the Adviser) to provide (and may be compensated for providing) certain Property-Related Services to the investments. Affiliated Service Providers (including, but not limited to, affiliated property managers and development managers) will be reimbursed for certain expenses and costs incurred in connection with the provision of the Property-Related Services, including the salaries and travel expenses of the applicable employees, which may be substantial. Any such fees and reimbursements paid by the Client or the portfolio investment to such affiliates are in addition to the Advisory Fee, Carried Interest, and/or Incentive Allocation received by the Adviser, and such fees and reimbursements will not be shared with such Client, will be in addition to, and will not offset the Advisory Fee. Notwithstanding such retention, certain elements of the Property-Related Services and performance thereof may then be subcontracted to third parties in whole or in part. The Organizational Documents of certain Clients set forth parameters and/or restrictions on the use of affiliated Service Providers. The Adviser has a conflict of interest in determining the costs of such services that will be charged to a Client. In addition, such use or retention of such affiliated Service Providers creates an incentive for the Adviser to favor its affiliates over more qualified Service Providers. Clients or their portfolio investments will bear costs and expenses based on allocable overhead associated with employees working for the affiliated Service Provider on the relevant matters (including, but not limited to, salaries, benefits, and other similar expenses) and will reimburse the Service Provider for certain reasonable related expenses. In those instances in which such services benefit multiple portfolio investments or multiple investment vehicles, such costs may be prorated or allocated in a reasonable manner among such entities or vehicles as determined by the Adviser.

While the Adviser believes using such affiliated Service Providers benefits the investments and the Clients, a conflict of interest exists as the Adviser has the discretion to select or recommend to a Client such affiliated Service Providers. While a portion of the expenses incurred in connection with Property-Related Services may be directly reimbursed by tenants of the applicable investments, subject to the terms of the agreements with such tenants, some or all of such expenses are otherwise reimbursed by the applicable Client. A conflict of interest arises when engaging an affiliate of the Adviser to perform Property-Related Services, because the Adviser has an incentive to recommend an affiliate even if another person may be more qualified to provide the applicable services and/or can provide such services at a lesser cost. In addition, payment of these fees for Property-Related Services may create an incentive for the Adviser to hold investments longer than it may otherwise hold which may result in lower returns for the Clients. Positions with Portfolio Investments Certain employees of the Adviser serve as directors of, or observers on boards with respect to, certain portfolio investments. While conflicts of interest may arise in the event that such employee’s fiduciary duties as a director conflict with those of the Client, it is expected that the interests will be aligned. Employees of the Adviser serving as a director to a portfolio investment owe a fiduciary duty to the portfolio investment, on the one hand, and to the relevant Client, on the other hand, and such employees may be in a position where they must make a decision that is either not in the best interest of the Client, or is not in the best interest of the portfolio investment. Employees of the Adviser serving as directors may make decisions for a portfolio investment that negatively impact returns received by a Client investing in the portfolio investment. To the extent that an employee serves as a director on the board of more than one portfolio investment, such employee’s fiduciary duties between the two portfolio investments may create a conflict of interest. Additionally, such employees will be required to remit to the applicable General Partner all of any remuneration they receive as directors, and such remuneration will be subject to Advisory Fee reductions as discussed previously. In addition, certain employees and Operations Support Providers of the Adviser will from time to time leave the employment of the Adviser, its affiliates, or the Operations Support Provider and become an officer, director, or employee of a portfolio investment or become otherwise engaged by a portfolio investment, which will shift the burden of compensating such persons from the Adviser to the applicable portfolio investments, and any fees received by such persons as an employee of the portfolio investment will not reduce the Advisory Fee. As a result of roles at portfolio investments, the Adviser may from time to time take steps to mitigate the conflicts of interest, including causing a Client to take certain actions that, in the absence of such conflict, it would not take (e.g., a Client may divest itself of an asset it otherwise may have retained or may not purchase an asset it otherwise would have purchased). Any such steps could have the effect of impacting the investment program of a Client and reduce returns. Decisions made by a director may subject the Adviser or a Client to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims, and other director-related claims. In general, the Clients will indemnify the Adviser and their partners, principals, and employees from such claims. In addition, the employees of the Adviser serving as directors may make decisions for a portfolio investment that negatively impact returns received by a Fund investing in the portfolio investment.

From time to time, employees of the Adviser may also be asked to serve (or continue to serve) as directors of, or observers with respect to, certain entities in which a Client has fully exited its ownership interest and/or following the termination of such employee’s employment with the Adviser. In such circumstances, any compensation or fees received with respect to such exited investment and/or by such former Adviser employee (including any directors’ fees) is not subject to the Advisory Fee offset described above, or otherwise shared with the Clients and/or investors. In addition, the Adviser may continue to receive other fees from a portfolio investment after a Client has fully exited its ownership interest (for instance, in respect of consulting arrangements or group purchasing arrangements). In such circumstances, any fees received with respect to such exited investment are not subject to the Advisory Fee offset described above, or otherwise shared with the Clients and/or investors. In addition, certain Adviser Personnel may also be temporarily seconded to certain portfolio investments on either a full-time or a part-time basis to provide services to such portfolio investments, pursuant to various arrangements. In certain of these instances, the Adviser will pay such persons’ salaries or other compensation and incentives, but the portfolio investment will typically pay (or reimburse the Adviser or such persons) for any travel costs or other out-of-pocket expenses incurred in connection with the provision of such services during such secondment period. In other instances, the portfolio investments will pay (or reimburse the Adviser for) such person’s fees, salaries, and other cash compensation, stock options, other equity grants, and incentives, and will typically pay (or reimburse the Adviser or such persons) for any travel costs or other out-ofpocket expenses incurred in connection with the provision of such services during such secondment period. A person’s compensation while seconded will be determined by the Adviser in its sole discretion. Any amounts paid or reimbursed to such persons by a portfolio investment (or paid by the Adviser and reimbursed by the portfolio investment) will be treated as expenses to be borne by the portfolio investment and will not reduce the Advisory Fee otherwise payable to the Adviser or any Carried Interest or Incentive Allocation otherwise payable to the Adviser or its affiliates, if applicable. Any compensation customarily paid directly by the Adviser or its affiliates to such persons will typically be reduced to reflect any amounts paid directly by the portfolio investment to the seconded employee even though the Advisory Fee paid, or Carried Interest, or Incentive Allocation distributed to the Adviser will not be reduced. All or a portion of any such expenses will be borne by the Fund, directly or indirectly, via its ownership interest in such portfolio investment. In certain instances, whether an individual who provides services to a portfolio investment should be characterized as an industry specialist, an Operations Support Provider, an employee, or former employee of the Adviser, or a seconded employee may be unclear. In such cases, the Adviser will make a determination in good faith based on its evaluation of the relevant facts and circumstances. Additionally, on occasion, a current portfolio investment has in the past and may be expected to in the future hire former Adviser Personnel. To the extent the former Adviser Personnel continues to vest in compensation from the Adviser following such change, such compensation is not expected to be subject to the Advisory Fee offset or otherwise shared with the Clients, investors, and/or portfolio investments. In addition, compensation for the role at the portfolio investment is not expected to be subject to the Advisory Fee offset or otherwise shared with Clients, investors, and/or portfolio investments. Side Letter Agreements; Advisory Board Rights

Pursuant to the Funds’ Organizational Documents, the Adviser routinely enters into certain side letter or similar arrangements with certain investors in a Fund providing such investors with different or preferential rights or terms, including, but not limited to, different fee structures and other preferential economic rights (including discounted or rebated compensation terms, modified waterfall mechanics, and/or receipt of a portion of the Adviser’s compensation), information and reporting rights, excuse, exclusion, or withdrawal rights, waiver of certain confidentiality obligations, co-investment rights, rights to serve on a Fund’s advisory board, confidentiality protections for data disclosure rights, modified default remedies, certain rights or terms necessary in light of particular legal, regulatory, or policy requirements of a particular investor, additional obligations and restrictions with respect to structuring particular investments in light of the legal and regulatory considerations applicable to a particular investor, modification of representations, indemnification, and/or liability and other obligations, veto rights, liquidity, alteration of the distribution preferences, formula, and percentages set forth in the Fund’s Organizational Documents, including wholly or partially waiving the Carried Interest and Advisory Fees with respect to such investor, or transfer rights. In addition, certain co-investors in a Fund may receive enhanced or more frequent reporting. In addition, the Adviser may from time to time agree to certain matters relating to knowledge transfer, knowledge sharing, training, and/or secondments with one or more investors as part of an overall firm relationship. Furthermore, the Adviser has in the past afforded and may in the future afford different investors different rights and treatment, regardless of whether such rights and treatment are memorialized in a side letter. Except as otherwise agreed with an investor or in the Organizational Documents of a Fund, or as required by applicable law, and to the extent permitted under applicable law, the Adviser (or applicable General Partner) will generally not disclose the terms of side letter arrangements with other investors in the same Fund. Also, investors will have no recourse against a Fund, the applicable Fund’s General Partner, the Adviser, or their respective affiliates in the event that certain investors receive additional or different rights or terms pursuant to such side letters, some of which rights may impact the rights and/or increase the obligations of other investors, many of which will not be subject to the “most-favored nation” provisions of a Fund’s Organizational Documents. In addition, side letter arrangements with certain investors of the Funds impose additional restrictions on investing in certain types of assets, geographies, or industries in order to meet certain legal, tax, regulatory, internal policy, or other requirements of such investors. While these restrictions are intended to apply solely to such investors, they may ultimately restrict the investments made by an applicable Fund. The Adviser is likely to have its own economic and/or other business incentives to provide certain terms to certain investors (e.g., based on commitment amount to a Fund or the timing thereof, the ability of an investor to provide sourcing or other services to the Adviser, its affiliates and personnel, or the Funds, or the potential to establish, recognize, strengthen, or cultivate relationships that have the potential to provide longer-term benefits to the Adviser, its affiliates, and personnel, or the Funds). Side letters subject the Adviser to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Fund’s advisory board results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Although the Adviser believes it to be unlikely, excuse rights requested

or received by one or more investors (or such regulatory, tax, or other factors applicable to such investors) representing a substantial percentage of a Fund have the potential to create significant variations in investor investment returns, or to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the relevant Fund as a whole. An investor’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Organizational Documents; conversely, a limitation on one or more investors’ voting rights generally will increase the voting rights percentage of other investors in the relevant Fund. Further, investors with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, blocker, or other structures used to facilitate their investments in, through, or below a Fund. Other side letter rights are likely to confer benefits on the relevant investor at the expense of the relevant Fund or of investors as a whole, including in the event that a side letter confers additional reporting, information rights, and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. Under the Organizational Documents, a Fund’s advisory board generally has the ability to review and waive compliance with certain provisions thereof, including consenting to conflict of interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Organizational Documents, all investors are bound by the determinations of the advisory board, regardless of whether an individual investor is represented by a member of the advisory board. A Fund’s advisory board is expected to be comprised of representatives of investors with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience, and other factors. In addition, certain advisory board members are expected to have various business and other relationships with the Adviser (including longstanding investing relationships) and its partners, employees, and affiliates. In certain circumstances, these factors will influence advisory board members to be more aligned with the Adviser and the relevant General Partner and favor proposals brought to the advisory board; in other circumstances, these factors will make advisory board members more likely to oppose these proposals. Advisory board members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to investors as a whole. In many cases, investors (including investors making commitments in excess of certain amounts) are expected to request (by side letter or otherwise) a role on the advisory board, and the Adviser expects to be subject to varying incentives and potential conflicts of interest in determining which investors will be permitted to appoint a representative thereto. A General Partner is authorized to appoint investors to the advisory board of its Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of an investor’s commitment to a Fund or future Fund, their perception of an investor’s effectiveness on an advisory board, legal and regulatory considerations, the interests of the investor, and the degree to which they are likely to align with the relevant Fund and the General Partner and other factors. The Adviser is permitted to seek the consent of the relevant Fund advisory board(s) to approve conflicts, although based on these varying incentives investors should not expect that every vote cast by an advisory board member, or decision made by an advisory board as a whole, will fully represent their individual interests. Adequacy and Availability of Insurance; Indemnification Although the Organizational Documents generally contain broad exculpation and indemnification provisions, the Adviser will not interpret such provisions to constitute a waiver of any person’s non109

waivable federal fiduciary duties to the relevant Client under the Advisers Act. The relevant liability standards under insurance coverage procured by the Adviser are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations thenavailable from the carrier at the time of insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Organizational Documents. Investors generally will be responsible for insurance premiums, as set forth in the Organizational Documents, regardless of whether the liability and/or indemnity standards in the Adviser’s insurance coverage are higher or lower than that set forth in the Organizational Documents. Additionally, while co-investors and/or co-investment vehicles have the potential to benefit from the General Partner’s appointment of portfolio investment directors, they typically will not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Client. Advisory Affiliates As described in Item 10 above, certain of the Adviser’s investment adviser affiliates have their own Clients. Clients of the Adviser and these affiliates will from time to time invest in the same portfolio investments, including in the same security or in different securities of such a portfolio investment. Interests of the Adviser’s clients therefore conflict with the interests of the clients of these affiliates. For instance, see “Allocation of Investment Opportunities among Clients” and “Conflicts Related to Purchases and Sales” above for more information. Other Potential Conflicts The Organizational Documents of a Client establish complex arrangements among the Clients, the Adviser, investors, and other relevant parties. From time to time, questions are expected to arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the Organizational Documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Adviser will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Client or its investors. The Adviser and its personnel have in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Client, including benefits and other discounts provided from Service Providers. For example, airline travel or hotel stays incurred as Client expenses may result in miles or points, rebates, or credit in loyalty/status programs to the Adviser and/or its personnel. Such rewards and/or amounts (whether or not de minimis or difficult to value) will exclusively benefit the Adviser and/or such personnel even though the cost of the underlying service is being borne by the Clients, its investors, and/or the portfolio investments. Any such benefits, rewards, and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Client, its investors, and/or the portfolio investments. The Adviser has in the past and, in its discretion, may, in the future, cause the Clients and/or their portfolio investments to have, ongoing business dealings, arrangements, or agreements with persons

who are former employees or executives of the Adviser. The Clients and/or their portfolio investments typically bear, directly or indirectly, the costs of such dealings, arrangements, or agreements. In such circumstances, there is a conflict of interest between the Adviser and the Clients (or their portfolio investments) in determining whether to engage in or to continue such dealings, arrangements, or agreements, including the possibility that the Adviser will favor the engagement or continued engagement of such persons even if a better price and/or quality of service could be obtained from another person. Investors may be introduced to the Adviser, or may be brought into a Client, by a third-party consultant from which the Adviser or a related person purchases products and to which the Adviser or a related person may make payments, including in connection with conferences sponsored or hosted by the third-party consultant. The Adviser from time to time causes one or more Clients to purchase, and/or bear premiums, fees, costs, and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Clients, the applicable General Partner, the Adviser, and/or their respective directors, officers, employees, agents, representatives, members of the advisory board, and other indemnified parties, against liability in connection with the activities of the Clients. This may include a portion of any premiums, fees, costs, and expenses for one or more umbrella or other insurance policies maintained by the Adviser that cover one or more Clients and/or the Adviser (including their respective directors, officers, employees, agents, representatives, members of the advisory board, and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs, and expenses for such umbrella or other insurance policies among one or more Clients, and/or the Adviser on a fair and reasonable basis and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. While the Adviser makes such allocations in its reasonable discretion, a conflict of interest arises in such allocations because the Adviser has an incentive to allocate expenses away from itself more generally and away from Clients that provide more favorable economics to the Adviser. There can be no assurance that a different allocation would not result in a Client bearing less (or more) premiums, fees, costs, and expenses for insurance policies. The Adviser reserves the right, from time to time, to require, cause, or invite the Clients and/or a portfolio investment to make contributions to charitable initiatives or other non-profit organizations that the Adviser believes could, directly or indirectly, enhance the value of the Clients’ investments, assist in completing an acquisition of a portfolio investment or other transaction (whether or not documented at the time of such acquisition or transaction), or otherwise serve a business purpose for, or be beneficial to, the Clients or their portfolio investment. Such contributions could be designed to benefit employees of a portfolio investment, the community in which a portfolio investment operates, or a charitable cause essential to, or consistent with, the business purpose of a portfolio investment. In certain instances, such charitable initiatives could be sponsored by, affiliated with, or related to current or former employees of the Adviser, portfolio investment management teams, advisors, Service Providers, joint venture partners, and/or other persons or organizations associated with the Adviser, the Clients, or the portfolio investments. These relationships could influence the Adviser’s decision whether to require, cause, or invite the Clients or the portfolio investments to make charitable contributions. Further, from time to time, such charitable contributions by the Clients or the portfolio investments could supplement or replace charitable contributions that the Adviser would have otherwise made. Also, in certain instances, the

Adviser may, from time to time, select a Service Provider or other counterparty to the Clients or their investments based, in part, on the charitable initiatives of such person where the Adviser believes such charitable initiatives could, directly or indirectly, enhance the value of the Clients’ investments or otherwise be beneficial to the portfolio investments. The Clients may create a platform for acquiring companies in a particular industry for the purpose of creating synergies across, and adding value to, such companies (e.g., merging companies together to create economies of scale or running certain companies in a coordinated manner). In such instances, a holding company (“Holding Company”) would be created that would acquire and manage the companies in the platform. The investments in the Holding Company may be managed together (including, for example, the use of common Service Providers, combined and/or otherwise sold together as part of a single transaction or series of related transactions). The Holding Company would be staffed with personnel responsible for sourcing, acquiring, and managing companies for the Holding Company. In certain circumstances, the Holding Company’s employees may include former employees of the Adviser, or current or former senior advisor or consultants to the Adviser and its affiliates. All of the Holding Company’s costs and expenses, initial or ongoing and for any purpose, including compensation for its personnel (which compensation may include, among other things, salary, benefits, retainers, and the granting of profit participation in certain investments of Holding Company and/or a capital interest in such investments or the underlying assets), overhead expenses (including, without limitation, rent, property taxes, and utilities allocable to the workspace) and all expenses related to sourcing would be borne by the Holding Company (and, therefore, indirectly borne by the Client). Such costs, fees, and expenses will not offset the Advisory Fee and are in addition to Advisory Fees and other compensation (e.g., Carried Interest or Incentive Allocation) received by the Adviser. In addition, as the Adviser earns Advisory Fees and Carried Interest or Incentive Allocation from the Client, the Adviser will benefit from the assets, income, and gains of Holding Company. The Organizational Documents of certain Clients permit each such Client’s General Partner, or its affiliates, to lend money to the applicable Client. Such lending arrangements create conflicts of interest between the applicable General Partner or affiliate and the Client acting as borrower. The Organizational Documents of certain Clients generally permit each such Client’s General Partner to withhold information from certain investors or investors in such Client in certain circumstances. For instance, information may be withheld from investors of certain Clients that are subject to Freedom of Information Act or similar requirements. In addition, the General Partner will generally elect to withhold certain information from such investors for reasons specified in the Organizational Documents of the applicable Client, which include, if the General Partner believes such disclosure would have an adverse effect on such Client or any portfolio investment of such Client, is not in the best interest of such Client, or could damage such Client or its business, despite the potential benefits to such investors of receiving such information. As part of the Adviser’s business, the Adviser, its affiliates and its employees have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers and employees of current and former portfolio investments, and former employees and members of the Adviser and its affiliates. Certain of these third parties may: (i) introduce investment opportunities to the Adviser; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio

investments; (iii) introduce portfolio investments to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio investments; or (v) provide investment banking, consulting, legal, or advisory services to the Adviser, the Clients, or the portfolio investments. Such third parties may also provide goods or services to or have business, personal, political, financial, or other relationships with the Adviser’s personnel. In addition, such third parties may invest in one or more Clients; co-invest in one or more portfolio investments; or provide other significant business or investment services to the Adviser, the Clients, and/or the portfolio investments. The relationships described in this paragraph may influence the Adviser in deciding whether to select or recommend any such third-party to perform services for a Client or a portfolio investment and may result in the Adviser not selecting a Service Provider based on the lowest cost/price. The cost of any services provided by such third parties will generally be borne directly or indirectly by a Client or its portfolio investments, as applicable. In addition, such third parties may provide the Adviser and its investment professionals and employees with reduced rates for services, and such reduced rate and savings may not be shared with the Clients or the investors in a Client. The Adviser has established in the past, and may establish in the future, other separate accounts with portfolios significantly similar to those of one or more Clients. Consequently, investors in the relevant separate account may have access to information about such portfolio holdings before investors in such Client. Please see the discussion above under the sub-heading “Resolution of Conflicts” for a description of the means by which the Adviser and its related persons generally seek to alleviate conflicts of interest among the Clients or other persons.

Selection of Brokers and Dealers For the Funds and certain Programmatic Co-Invest Clients, the Adviser has, subject to the direction of such Client’s General Partner, sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction in public securities for a Client involving a broker-dealer, the Adviser will seek best execution of the transaction. Best execution means obtaining for a Client account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular public securities transaction, the Adviser takes into account all factors that it deems relevant to the

broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience, and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. In addition, the Adviser may consider the use of Electronic Communications Networks (“ECNs”) when placing public securities trades on behalf of the Funds. When purchasing or selling over-the-counter public securities with market makers, the Adviser generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. In order to monitor best execution, the Adviser’s Chief Compliance Officer will periodically assess the quality of execution of public securities brokerage transactions effected on behalf of the Adviser and each applicable Client. The Adviser does not receive soft dollars in connection with its use of broker-dealers. Aggregation of Trades The Adviser and its affiliates may aggregate the orders of more than one Client for the purchase or sale of the same publicly traded security. Portfolio managers and traders often employ this practice because larger transactions enable them to obtain better overall prices, including lower commission costs, mark-ups, or mark-downs. The Adviser and its affiliates may combine orders on behalf of Clients with orders for other Clients for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Adviser and its affiliates generally aggregate trade orders for publicly traded securities so that each participating Client will receive the average price for each execution of a transaction. If an order for more than one Client for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

Reporting Investors in the Clients typically receive, among other things, a copy of audited financial statements of the relevant Client, as well as quarterly performance reports following quarter end. The Adviser and the applicable General Partner, if any, will from time to time, in their sole discretion, provide additional or more frequent information relating to such Client to one or more investors in such Client as they deem appropriate (e.g., under a side letter or in response to diligence or other

requests). Investors in Non-Fund Clients will typically negotiate reporting requirements specific to their account. In the event of individually negotiated terms for such Non-Fund Clients, the Adviser will provide the reporting mutually agreed to by the parties as described in their Organizational Documents of such Non-Fund Client.

Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Client that are subsequently accepted, and reimbursement for agreed upon expenses. These arrangements generally are disclosed in the relevant Fund’s Form D. Such Client may, subject to any limitations set forth in its Organizational Documents, reimburse such fees. Advisory Fees received by the Adviser or its affiliates are generally reduced by the amount of such fees. The practice of bearing such fees over time through offset provides a benefit to the Adviser in that it generally results in prompt payment to the relevant placement agent without requiring the Adviser immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Advisory Fees. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds.

As a matter of practice, the Votes with respect to most issues are cast in accordance with the position of the portfolio investment’s management. Each issue, however, is considered on its own merits, and the Adviser will not support the position of a portfolio investment’s management in any situation where it determines that the ratification of management’s position would adversely affect the investment merits of owning that company’s securities. Additionally, in some circumstances, a Client will from time to time be party to stockholder or voting agreements requiring it to vote in a manner described in such agreements, in which case the Client is bound to comply with these voting objectives. The investment team for an investment is responsible for monitoring compliance with any such voting agreement. The fiduciary duty that the Adviser owes the Clients prohibits the adoption of a policy to enter default proxy votes in favor of management. Thus, the Adviser and the relevant investment team will review all proxies in accordance with the general principles outlined in its policy. The Adviser is not required to vote every proxy and will refrain from voting when refraining from voting is in a Client’s best interest, as determined by the Adviser in its sole discretion. The Adviser’s Chief Compliance Officer has the responsibility to monitor Votes for any conflicts of interest, whether actual or perceived. The Adviser’s Chief Compliance Officer will use his or her reasonable judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Clients. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Client, and copies of proxy voting policies are available to any client or prospective client at no charge upon written request to the Adviser’s Chief Compliance Officer at compliance@gipartners.com. Item 18. Financial Information