MSD Partners, L.P.: investment adviser

The Adviser is an affiliate of BDT Capital Partners, LLC (“BDT Capital”) and BDT & MSD BDC Management, LLC (“BDC Management”), each an SEC-registered investment adviser, and MSD Real Estate Management, LLC (“MSD Real Estate Management”), a relying adviser of the Adviser. Except as otherwise noted, references herein to the Adviser do not include BDT Capital or any general partner, managing member or similar entity with respect to clients of BDT Capital. Description of Advisory Services The Adviser provides investment management services to various private funds, including pooled investment vehicles and single investor funds, co-investment vehicles, joint ventures, collateralized loan obligations (“CLOs”), an investment vehicle that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and other separately managed accounts (each, a “Client” and collectively, “Clients”). The Adviser’s investment advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of its Clients, managing and monitoring the performance of such investments and disposing of such investments. The Adviser generally serves as the investment adviser to its Clients on a discretionary basis. The advisory relationship between each Client and the Adviser is governed by their respective investment management agreement (or analogous agreement) (each, a “Management Agreement”). Investment advice is provided directly to Clients and not individually to the limited partners or members (hereinafter together referred to collectively as “investors”) in Clients. Investment restrictions for Clients, including investment objectives and guidelines, if any, are set forth in each Client’s organizational documents, which include, but are not limited to, the applicable private placement memorandum, prospectus, limited partnership agreement, limited liability company agreement, Management Agreement or side letter (such documents collectively, “Organizational Documents”). All discussions of the Clients in this Brochure – including, but not limited to, their investments, the strategies used in managing the Clients, the fees and other costs associated with an investment in the Clients, the risks associated with making an investment in the Clients, and conflicts faced by the Adviser and its affiliates in connection with managing the Clients – are qualified in their entirety by reference to each Client’s respective Organizational Documents. All discussions in this Brochure reflecting “including” signify items including, but not limited

to the subsequent description or examples provided. Moreover, the Adviser has and will enter into agreements, such as side letters, with certain underlying investors that in certain cases will provide for terms of investment or access to information that are more favorable than the terms provided to other underlying investors of the same Clients. As of December 31, 2025, the Adviser had approximately $17,716,805,551 in assets under management on a discretionary basis and $3,597,624,138 in assets under management on a non-discretionary basis. This amount reflects regulatory assets under management as calculated in Part 1 of Form ADV.

Management Fees are charged quarterly or semi-annually in advance as set forth in the applicable Organizational Documents and the Adviser has the right to adjust or refund Management Fees that are paid in advance, depending on the facts and circumstances. In no event shall Management Fees be paid to the Adviser more than six months in advance. In the event that an investor makes a capital contribution to a Client other than as of the first day of a quarter, a pro rata portion of the quarterly Management Fee in respect of such investor, based on the actual number of days or months remaining in such quarter, will be paid to the Adviser by the investor. In the event that any investor’s Management Fee is reduced in connection with a withdrawal or redemption other than as of the last day of a quarter, the Adviser generally will adjust the Management Fee in an amount equal to the pro rata portion of the Management Fee, based on the actual number of days or months remaining in such quarter. In the event a Client’s term is extended, the Adviser is typically permitted, subject to any requirements in the Organizational Documents and agreements with investors, to charge Management Fees during such extension. In the sole discretion of the Adviser or its affiliates, the Management Fee will be waived, reduced or calculated differently with respect to certain underlying investors in Clients or separately managed account investors, the general partner or partners, manager, members, investment professional, shareholder, officer, personnel or affiliates of the general partner or the Adviser, and each of their respective family members, trusts, charitable programs, endowments, foundations or other entities established by or for the benefit of such person or his or her family members (each a “Related Investor”) and DFO Management, LLC (“DFO Management”), the family office that was established to exclusively manage the capital of Dell Technologies, Inc.’s founder and Chief Executive Officer, Michael Dell, and his family. Certain relevant Clients’ Organizational Documents provide that the Clients’ Management Fees will be calculated and charged on a basis that is not tied to the Client’s then current net asset value. As further specified in the Organizational Documents, from the management fee commencement date of the relevant Client until a date specified in the Organizational Documents (the “Adjustment Date”), Management Fees generally will be charged based on a formula tied to such Client’s aggregate commitments and net cost basis. After the Adjustment Date, Management Fees generally will be charged and calculated based on a formula tied to (i) the relevant limited partner’s commitment to the Client and aggregate capital contributions or (ii) the net cost basis of the Client’s aggregate investment(s) that have not been disposed of

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

Performance-Based Allocations Generally, at the end of each Client’s fiscal year or other time period as specified in the Client’s Organizational Documents, the Adviser or an affiliate of the Adviser is entitled to an incentive allocation based on the net capital appreciation (which generally includes both realized gains and losses and unrealized appreciation and depreciation of securities held in each Client’s portfolio) allocated to an investor’s capital account for such fiscal year after deducting the Management Fee and other expenses debited to such investor’s capital account for such fiscal year, subject to a loss carry forward mechanism (the “Incentive Allocation”). In the event that a Client is terminated or an investor withdraws other than at the end of a fiscal year, then for purposes of determining the Incentive Allocation allocable at such time, net capital appreciation will be determined as if such dates were the end of the fiscal year or other time period specified in the Client’s Organizational Documents, subject to certain adjustments. In the sole discretion of the Adviser or an affiliate of the Adviser, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors, including (without limitation) Related Investors (as defined below) and DFO Management. Additional information related to the nature and timing of the fees the Adviser charges its Clients is provided in the relevant agreement between the Adviser and the particular Client (as well as in the Organizational Documents, as applicable). Other Fees Transaction-Based Compensation In connection with certain portfolio investments made by Clients, the Adviser or its affiliates will receive arrangement, origination, agency, acquisition, closing, disposition, transaction, commitment, amendment, waiver, modification, directors’, “break-up,” extension, financing, monitoring, consulting, advisory and similar fees (including proceeds received from a settlement or award for a transaction not consummated) from portfolio investments in which one or more Clients invest or propose to invest. In addition, the Adviser or its affiliates may receive transaction fees from certain affiliated Clients for activities related to Client transactions, such as loan originations. However, neither the Adviser nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the sale of securities or other investment products. Except with respect to agency fees, which are generally retained by the entity serving as agent with respect to such investment, such fees received or to be received and retained by the Adviser or its advisory affiliates are generally waived or offset in whole or in part against Management Fees paid by the Client. However, in certain instances, subject to the terms of the applicable Client’s Organizational Documents, the Adviser or its affiliates will retain a portion of such fees without a corresponding Management Fee offset. For example, the Adviser’s affiliated broker-dealers, including broker-dealers registered with the SEC and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or similarly registered or authorized entities in foreign jurisdictions, are permitted to provide transaction or financial advisory services to portfolio investments of the Clients, and receive broker-dealer fees or other fees or compensation from such portfolio investments in connection with their broker-dealer activities. See Item 10 for additional information in respect of the Adviser’s affiliated broker-dealers.

These types of arrangements present potential conflicts of interest and may provide BDT & MSD employees (as defined below) with an incentive to recommend investments based on compensation received or to be received rather than making an investment decision based solely on the best interests of a Client. Please refer to the Organizational Documents of the applicable Client for complete information on additional compensation received by the Adviser or its affiliates in connection with services related to portfolio investments and any offsets against Management Fees. Expenses Adviser Expenses Except as described herein as a “Client Expense” or portfolio investment expense, the Adviser will bear the general overhead expenses of the Client’s general partner and the Adviser, including salaries, bonuses and benefits of personnel of the Client’s general partner and the Adviser (other than carried interest described in Item 6 below), rent, certain entertainment and travel, office furniture, fixtures and computer equipment and the Adviser’s allocable share of costs and expenses of the Advisory Board (as defined below). Generally, and except as otherwise set forth in the Organizational Documents of a Client, the Adviser will ultimately bear all fees and out-of-pocket expenses of any placement agent that solicits investors for the Clients. The Clients will bear certain legal and other expenses, including the out-of-pocket expenses of the applicable general partner, incurred in the formation of the Clients up to an amount, if any, as set forth in the Organizational Documents of the applicable Client. Organizational expenses in excess of this amount, if any, ultimately will be borne by the Adviser. Client Expenses As set forth in the applicable Client’s Organizational Documents, a Client will bear fees, costs and expenses associated with the organization, offer and sale of interests in such Client (“Organizational Expenses”) as well as direct and indirect fees, costs, and expenses resulting from the operations and investments made by such Client (“Operating Expenses”). The Organizational and Operating Expenses of a particular Client include, without limitation, the following fees, costs, and expenses: (i)

investment expenses (e.g., expenses that, in the relevant general partner’s, the Adviser or its affiliates’ discretion) that are related to the applicable Client’s investments whether or not such investments are consummated, such as costs (including travel costs), fees and other out-of-pocket expenses directly related to (as applicable): a. the evaluation, discovery, appraising, financing, origination, refinancing and diligence and otherwise dealing with potential investments, including e.g., projections, financings, dispositions, improvements of investment opportunities (whether or not consummated), attending and sponsoring industry conferences and events, and structural and environmental studies;

b. research-related expenses, including, without limitation, news and quotation equipment and services and trading related computer hardware and software expenses, market data services, fees to third-party providers of research and/or portfolio risk management services and software and brokerage costs and fees (see Item 12. Brokerage Practices); c. sourcing, negotiation, structuring, acquisition, ownership, asset-level management, operation, holding, leasing, operating, construction, development management, maintenance and repairs, expanding, renovating, improving, settlement, ownership, trading, monitoring, financing (including all amounts borrowed pursuant to a commitment facility, if applicable), hedging or sale of its investments and other transaction costs including without limitation, (A) broker-dealer/finder/underwriting expenses and costs of consultants, including any fees or compensation received and retained by broker-dealers affiliated with the Adviser, in connection with the advisory business provided by affiliates of the Adviser, (B) subscription services for market-related data and due diligence software, (C) services that are specific to the affairs of a Client and its investments, (D) costs and expenses that would have been allocated to co-investors had a proposed transaction or investment been consummated, to the extent the amount allocable to such co-investor is not paid by such co-investors and (E) all abort costs relating to prospective acquisitions or dispositions of strategic investments that do not proceed to completion (to the extent not borne by other parties); d. travel expenses (for conducting diligence on investments, meeting management of existing or prospective investment targets), such as costs and expenses of accommodations, meals, entertainment and aircraft travel (including first or business class commercial airfare), and expenses of private air travel when deemed appropriate by the general partner in its reasonable discretion; e. transaction fees, broken-deal expenses (including broken-deal expenses relating to transactions that have been offered to co-investors), loan administration and loan servicing expenses, expenses incurred in the collection of monies owed a Client, and other fees, costs or expenses of any third parties, the applicable general partner and the Adviser; f. costs or expenses related to currency conversion in the case of investments denominated in currency other than U.S. dollars, consulting, advisory, investment banking, sourcing, finder’s, legal, filing, corporate licensing, valuation, and other professional fees (and similar payments and compensation) relating to investments or contemplated investments, clearing and settlement charges, custodial fees, interest expenses, appraisal fees and expenses, and valuation and appraisal fees and expenses; and g. costs of all subsidiaries, investment vehicles, alternative investment vehicles and other vehicles and special purpose vehicles through which investments

are held or managed (including REIT subsidiaries or subsidiaries treated as taxable “C” corporations or subsidiaries thereof), including costs associated with establishing and administering such entities, admitting investors thereto, establishing, changing or maintaining residence in certain jurisdictions (including rent for office space, related overhead, board of directors expenses and employee salaries and benefits) and winding up and dissolving such entities. (ii)

certain compliance and reporting expenses, legal expenses, trade order management expenses;

(iii)

certain expenses payable to third parties, including agents, consultants, or other advisers, in monitoring financial and legal affairs for the Client;

(iv)

incurrence of leverage and indebtedness for a Client, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivative swaps, and including any principal, interest and other costs with respect thereto on a Client’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Client and in making, carrying, funding and/or otherwise resolving investment guarantees), or evaluating, negotiating or seeking to put in place or amend or modify any such leverage or indebtedness;

(v)

costs incurred in connection with investor relations, board of directors relations, and preparing for and effectuating the listing of a Client’s common stock on any securities exchange;

(vi)

independent directors’ fees and expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent directors;

(vii)

filing, title, transfer, survey, registration and other similar activities;

(viii)

costs of any reports, proxy statements or other notices to shareholders, including printing and postage expenses;

(ix)

expenses relating to obtaining directors and officers/errors and omissions liability and fidelity bond insurance and any other insurance premiums for directors and officers, the relevant general partner, the investment manager and their respective partners, members, and employees, expenses relating to other insurance, including cybersecurity, representation and warranty, errors and omissions liability, crime coverage, and any consultants or other advisors utilized in the procurement, review, maintenance and analysis of insurance;

(x)

costs incurred in connection with the formation or maintenance of entities or vehicles to hold Client assets for tax or other purposes;

(xi)

costs and expenses relating to implementing or maintaining third-party or proprietary software tools, programs, web portal or other technology for the benefit of a Client (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance, cybersecurity, investor subscription and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses);

(xii)

costs and expenses relating to any activities with respect to protecting the confidential or non-public nature of any information or data (including any costs incurred in connection with any applicable law relating to privacy or security or data protection);

(xiii)

fees, costs, and expenses of winding up and liquidating a Client’s assets;

(xiv)

calculation of net asset value for applicable Clients (including costs and expenses of an independent valuation firm);

(xv)

accounting, audit, tax preparation and other tax-related expenses (including preparation costs of financial statements, tax returns, reports to the partners and Schedules K-1), including costs of any third-party Service Providers (as defined in Item 11 below) and professionals related to the foregoing;

(xvi)

expenses relating to obtaining liability and fidelity insurance for directors and officers, the relevant general partner, the investment manager and their respective partners, members, and employees;

(xvii) certain taxes and government registration fees; (xviii) fees and expenses of the board of directors or a Client Advisory Committee (as defined below), if applicable, including expenses related to meetings thereof; (xix)

printing and mailing costs, and expenses relating to transfers of interests in a Client;

(xx)

the Management Fee, administration fees and related costs (including fees to the third-party administrator);

(xxi)

any costs and expenses of warehousing an investment and the subsequent conveyance of any warehoused investment as well as the redemption of any seed commitment;

(xxii) all costs and expenses incurred in connection with the preparation of amendments to the Organizational Documents or any alternative investment vehicle, or any waivers, consents, or approvals pursuant to the Organizational Documents; (xxiii) all costs and expenses associated with a defaulting investor (but only to the extent not paid by the applicable defaulting investor); (xxiv) all costs and expenses incurred by the general partner (or its designee) in connection with serving as a “partnership representative” of the Client; (xxv) all fees payable to placement agents; (xxvi) all costs and expenses of implementing, reporting (as applicable), monitoring and complying with investment guidelines and directives relating to a Client’s strategy, including administering side letters entered into with an investor, and distributing and implementing applicable elections pursuant to any “most favored nations” rights in side letters and any environmental, social and governance obligations or other standards; (xxvii) the termination, liquidation, winding up and dissolution of the Client and any entity owned directly or indirectly by the Client (including portfolio investments) and related entities; (xxviii)brokerage, sale, depository (including a depository appointed pursuant to the Alternative Investment Fund Managers Directive), local paying agent, trustee, record keeping, account registered office and similar expenses; (xxix) expenses associated with a Client’s compliance with applicable laws and regulations (including regulatory filings as they relate to the Client’s activities, out-of-pocket costs and expenses, if any, associated with any third-party examinations or audits (including similar services) of a Client or the Adviser that are attributable to the operation of such Client or requested by one or more investors in a Client); (xxx) the Client’s allocable share of any costs and expenses of the Advisory Board (as defined below);

(xxxi) extraordinary expenses (including actual, threatened or otherwise anticipated litigation or other proceedings and indemnification expenses); and (xxxii) any other costs and expenses incurred by or on behalf of the Client. For purposes of this Brochure, “travel and travel-related” expenses shall be deemed to include, without limitation, the costs and expenses of accommodations, meals, entertainment and commercial and non-commercial transportation costs (including first or business class commercial airfare, or air travel on chartered or Adviser- or affiliate-leased private aircraft, when deemed appropriate by the relevant general partner in its reasonable discretion (taking into account travel restrictions or protocols recommended by government authorities (in response to health reasons or otherwise), the available flights to and from the same destination, and the departure and arrival times thereof), car or ride sharing services or private car travel and other modes of transportation relating to any of the foregoing. Expenses for the use of leased private aircraft will include a portion of aircraft fixed costs (such as, for example, the cost of capital, costs of managing the aircraft, legal fees and insurance premiums). The Adviser, in its sole discretion, allocates the costs and expenses of travel, including private air travel, among the Clients based on the actual or anticipated purpose of travel. Clients also bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses, including fees and expenses of the Adviser and/or its affiliates and company-level fees and expenses not covered by the list of permissible expenses set forth in the Organizational Documents. The relative percentage of these expenses that are borne by various stakeholders (including the relevant Client, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. Fees and expenses charged at the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Client expenses in calculating the gross and net performance of the relevant Client. As a result, the Adviser expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction costs. The Adviser will face potential conflicts of interest in situations where certain administrative or other services are performed by BDT & MSD personnel. When those services are performed by BDT & MSD personnel, the related costs are not allocable to Clients under the applicable Organizational Documents. However, if the same services are outsourced to third-party providers, the costs generally would be allocable to Clients. As a result, outsourcing such services may allow the Adviser or its affiliates to reduce their own personnel compensation expenses. Even if a type of expense is permitted to be charged to a Client under the applicable Client’s Organizational Documents, this will not impose on the Adviser an obligation to charge the expense (or the full amount of that expense) to such Client; instead, permitted expenses will be allocated and charged in the Adviser’s discretion to the Client(s) it deems appropriate. Affiliates of the Adviser have an advisory board (the “Advisory Board”). The Advisory Board comprises business professionals from a wide range of fields who provide strategic advice and

counsel to affiliates of the Adviser, affiliated clients and/or portfolio companies, which includes adding value to the clients’ capital deployment process, providing investment leads and assisting with due diligence, serving on portfolio company boards and co-hosting network events for affiliates of the Adviser. In certain circumstances, the Advisory Board may provide similar strategic advice and counsel to the Adviser, its Clients and/or portfolio investments. Subject to the Adviser’s discretion and consistent with the Clients’ Organizational Documents and other applicable documents relating to the Advisory Board, each Client will bear its allocable share of any costs and expenses in respect of the Advisory Board. Any such costs and expenses paid by a Client will not, unless required by the Organizational Documents of a Client, offset Management Fees. Co-Investment Vehicle Fees and Expenses To the extent permitted under the applicable Client’s Organizational Documents, the Adviser expects to provide (or agree to provide) investment or co-investment opportunities (including the opportunity to participate in co-invest vehicles). Co-investments can occur when an investment is shared between a Client, clients of an affiliate, and one or more third-party investors, including an investor in a Client, DFO Management, senior investment professionals and/or other BDT & MSD personnel, or other persons, including other sponsors, market participants, finders, and other services providers (including, lenders and their respective affiliates personnel and related investment vehicles) (such persons invited to participate in a transaction by the Adviser collectively referred to as “Co-Investors”). For purposes of this Brochure, “BDT & MSD personnel” and “BDT & MSD employees” shall include employees of BDT Capital and its affiliates as well as other personnel who provide services to the Adviser, its Clients or the Adviser’s affiliates. With respect to consummated co-investments, the Adviser will seek to cause Co-Investors to generally bear their pro rata share of fees, costs and expenses related to the discovery, investigation, due diligence, development, acquisition or consummation, ownership, maintenance, monitoring, hedging and disposition of their co-investments; provided, however, that in determining such amounts, the fees, costs and expenses expended directly by such CoInvestors may be taken into account in allocating aggregate costs on a fair and reasonable basis. With respect to a proposed transaction involving a potential co-investment that is not consummated, unless the Adviser determines otherwise in its sole discretion or subject to negotiations with a particular Co-Investor, neither co-investment vehicles (including vehicles formed for the purpose of an investment by the Adviser and its affiliates, BDT & MSD personnel (including former BDT & MSD personnel), their family members and other eligible participants nor Co-Investors will bear their share of any fees, costs or expenses that were incurred in connection with such proposed co-investment and the underlying transaction, including “break-up” fees or broken-deal expenses (“Dead Deal Costs”). As a result, Dead Deal Costs are generally borne by the Client or Clients selected by the Adviser as proposed investors for such proposed transaction (including reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses), which will result in a Client bearing more than its pro rata share of Dead Deal Costs. Similarly, co-investment vehicles and CoInvestors are not typically allocated any share of “break-up” fees paid or received in connection with such an unconsummated transaction. The Adviser will have discretion in determining whether a particular allocation among Clients and Co-Investors or co-investment vehicles is fair and equitable. This discretion creates a potential conflict of interest as the Adviser may

have an incentive to allocate expenses to a particular Client over another Client and it may result in a Client bearing more than its pro rata portion of certain fees, costs and expenses (including Dead Deal Costs). Dead Deal Costs may include, among other things, legal, accounting, advisory, consulting or other third-party expenses and travel and travel-related expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment (including commitment fees), any “break-up” fees, reverse termination fees, topping, termination or other similar fees, costs of negotiating co-investment documentation (including non-disclosure agreements with counterparties), the costs of onboarding (e.g., client diligence) investment entities with a financial institution, expenses incurred in connection with any tax audit, investigation, settlement or review of the Clients, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. Any fees and expenses incurred in connection with the organization of a co-investment vehicle (including fees and expenses related to negotiating the Organizational Documents of such coinvestment vehicle as well as fees and expenses described above) that is expected to invest alongside the Clients are expected to be borne by the Clients to the extent such co-investment vehicle does not ultimately make such investment, whether or not such investment is consummated by the Clients. Certain Clients will incur certain ongoing expenses that benefit a co-investment vehicle, CoInvestor (for instance, insurance premiums) or other Client. In such instances, these ongoing expenses will be borne solely by the applicable Client or Clients and will not be borne by any benefiting co-investment vehicle, Co-Investor, or other Clients not yet launched at the time of the expense allocation. Providers of Operations Support The Adviser also has relationships with experienced executives, senior advisors, consultants and other similar professionals with relevant sector-specific expertise, operating or other experience who are former employees or are not employees or affiliates of the Adviser and who receive payments from, or allocations with respect to, portfolio investments, the Adviser or a Client. These individuals provide several benefits to the investment process and to portfolio investments, including serving as a source of proprietary deal flow and contacts, identifying operational opportunities and pitfalls during the due diligence process, providing sectorspecific operational and competitive insight, providing direction and oversight postacquisition, serving in an executive or board capacity, and helping to build and mentor management teams. In certain instances, these advisors may be a Co-Investor in a company to which the advisor is providing services or has provided services previously. In certain cases, these advisors have certain attributes of BDT & MSD employees (e.g., they may participate in general meetings) even though they are not considered BDT & MSD employees, affiliates or personnel for purposes of the Organizational Documents. If such an advisor is engaged to provide services to a Client or a portfolio investment, or as an officer or member of the board of directors of a portfolio investment, a Client and/or the applicable

portfolio investment will pay for and bear all or a portion of these costs of services at rates determined in good faith by the Adviser or the portfolio investment, as applicable. In certain cases, the amount payable by a Client or the Adviser will be offset by the amount paid by a portfolio investment. The compensation paid to such an advisor could be comprised of various types of arrangements, including one or more of the following: (i) retainers and annual fees, (ii) carried interest distributions and/or other profit-sharing arrangements, including profits realized in connection with the disposition of a single asset and (iii) other types of fees, bonuses and compensation not otherwise specified above. None of the compensation received by such persons, whether in the form of cash or equity, will reduce the Management Fee payable by the Client. In addition, one Client may bear a greater share of the advisor’s minimum compensation due to the utilization of such advisor’s services by such Client at a time when fewer Clients are utilizing such advisor. Furthermore, such advisors may be provided other compensation and benefits from the Adviser, including opportunities to co-invest with Clients in particular investments or other compensation from a portfolio investment (which, as noted above, would not offset the Management Fee), and/or opportunities to invest in Clients on advantageous terms (e.g., without paying a Management Fee or carried interest). The Adviser will transition certain former employees to advisors or consultant status and vice versa, and the individual may retain the compensation received in such capacities prior to such transition. In addition, certain individuals will also be engaged by a Client or the Adviser as consultants to provide industry or other expertise on a deal-by-deal basis and will have certain of the attributes of an advisor described above but generally will not have ongoing relationships with the Adviser or its Clients. Portfolio Company Expense Reimbursement A portfolio company may reimburse the Adviser for expenses, including without limitation (i) travel and travel-related expenses, (ii) meals and entertainment expenses (including, as applicable, closing dinners and mementos, cars and meals, social and entertainment events with portfolio company management, customers, clients, borrowers, brokers and Service Providers), (iii) expenses relating to training programs, meetings or other events (whether or not such programs, meetings or events are attended by portfolio company personnel), (iv) expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), (v) indemnification expenses, (vi) certain legal expenses (including legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio company or a lender) and similar out-of-pocket expenses, and (vii) consulting fees and other cash and non-cash compensation and expenses incurred by the Adviser in connection with its performance of services for such portfolio company. For a discussion of material conflicts of interest created by the receipt of such fees and reimbursements, please see Item 11 below. Allocation of Expenses The Adviser is required to decide whether certain fees, costs and expenses should be borne by a Client, on the one hand, or the Adviser on the other hand, and/or whether certain fees, costs and expenses should be allocated between or among Clients and/or other parties, including clients of affiliates, BDT Capital and in certain instances, DFO Management. The Adviser has

adopted policies and procedures for the allocation of such fees and expenses among Clients and/or such other parties referenced above although the policies and procedures may change and differ materially from those described below. Certain expenses may be the obligation of one particular Client and may be borne by such Client, or expenses may be allocated among multiple Clients and entities. In exercising its discretion to allocate investment opportunities and fees and expenses, the Adviser will be faced with various potential conflicts of interest. For example, in allocating an investment opportunity among Clients with differing fee, expense and compensation structures, the Adviser will have an incentive to allocate investment opportunities to the Clients from which the Adviser or its related persons derives, directly or indirectly, a higher fee, compensation or other benefit. Such allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. To the extent not allocated to a portfolio investment, the Adviser will allocate fees and expenses incurred in the course of evaluating and making investments that are consummated between Clients in accordance with each Client’s Organizational Documents or, to the extent not addressed in such Organizational Documents, generally pro rata based on each Client’s share of the investment or as determined by the Adviser based on the Adviser’s Expense Allocation Policy. For expenses that are not related to investments, where the Adviser determines that a fee, cost or expense is allocable among multiple Clients, the Adviser generally determines, subject to the Clients’ Organizational Documents, such allocation based on the Adviser’s judgment considering such factors as it deems relevant, but as determined in the Adviser’s sole discretion to be fair and equitable across these Clients. The allocations of such expenses are permitted to be made on a non-proportional basis, and any determinations involve inherent matters of discretion. In all such cases, subject to applicable law and legal, contractual or similar restrictions, expense allocation decisions generally will be made by the Adviser using its reasonable judgment. The appropriate allocation of Dead Deal Costs (as defined in Item 6 below) between Clients and other persons will be determined by the Adviser in accordance with the applicable Organizational Documents and the Adviser’s policies and procedures governing the allocation of fees and expenses related to investment opportunities. If multiple Clients evaluate a potential investment that is not consummated, the Adviser generally allocates fees and expenses generated while evaluating such investment among such Clients based on the anticipated investment of each Client. Such expenses typically are not allocated to co-investment vehicles. With respect to allocating other expenses among Client(s), co-investment vehicles, BDT & MSD personnel and/or third parties, as appropriate, to the extent not addressed in the Organizational Documents of a Client, the Adviser’s Expense Allocation Working Group will make any such allocation determination in a fair and reasonable manner using its good faith judgment, despite its interest (if any) in the allocation. See Item 6 “Co-Investments.” The Adviser will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or advisable. Despite the Adviser using its good faith judgment to allocate expenses in a fair and reasonable manner, expenses are not guaranteed to reflect the benefit derived from a Client in connection with the incurrence of the expenses.

While some closed-end Clients incur an annual charge (typically 10 bps) for internal legal and administration work related to a Client’s structuring and investments, other Clients, subject to the applicable Organizational Documents, will bear a portion of compensation and overhead costs (otherwise payable by the Adviser), for administration, tax advisory, compliance, legal, finance and administration services provided by BDT & MSD personnel to the applicable Client based on an approximation of time spent. Such services typically consist of services that would otherwise be provided by a third party whose fees, costs and expenses would be paid by the Client and will require BDT & MSD personnel to allocate their historical time spent on at least a monthly basis with respect to a Client or its general partner. Any methodology, or choice among methodologies, including this one, involves potential conflicts of interest. Determining such charges based on an annual charge or an approximate allocation, rather than time recorded on an hourly or similar basis (which will not be undertaken), could result in the Client being charged a different amount (including relative to another Client), which could be higher or lower, than would be the case under a different methodology. In addition, the application of an annual charge or an approximation of time spent could result in the incurrence of greater expenses by the Client than would be the case if such services were provided by third parties at market rates, although the Adviser does not represent that it engages in benchmarking these costs to market rates. Further, in certain instances a Client’s Organizational Documents restrict the allocation of any of the foregoing amounts to it. In these cases, such a Client could bear none of the above expenses or less than its proportionate or relative share of these expenses. In circumstances where this occurs, Clients whose Organizational Documents are not restrictive could bear more of these expenses than they otherwise would have. There may be occasions where a Client procures borrowing through a subscription line or credit facility in order to make an investment. In the event such investment is syndicated to other parties, subject to the Organizational Documents, the borrowing Client will, in certain circumstances, bear the entire cost of the interest from the borrowing, even though the investment may ultimately be made by the Adviser, its affiliates, other Clients, Co-Investors or other third parties. Any effort to syndicate an investment may not be successful. The Adviser enters into arrangements with third-party advisers, consultants, and finders who provide services relating to deal-sourcing and investment opportunities, for which such advisers, consultants, and finders are paid compensation (including non-cash compensation, such as equity) or other fees. Any fees and expenses associated with such investment opportunities will be allocated to the applicable Client(s) consistent with the allocation process described above.

Performance-based compensation and allocation arrangements create an incentive to favor accounts from which affiliates of the Adviser receive greater performance-based compensation (or which have no high-water mark) over accounts from which affiliates of the Adviser receive less performance-based compensation. In addition, there is the incentive for a general partner to make more speculative investments on behalf of a Client than it would otherwise make in the absence of such performance-based compensation arrangement, or to trade more aggressively for some Clients than others or invest in riskier assets on behalf of one Client as compared to another in an effort to maximize the profits for those Clients in which the Adviser or its affiliates would share through an Incentive Allocation. However, 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 Client’s life or at certain interim intervals. The Adviser has adopted allocation policies and procedures (as described in Item 11) to help mitigate conflicts of interest relating to the management of multiple Clients with varying types of fee arrangements. Side-by-Side Management The Adviser provides advisory services to Clients for which the investment mandates, compensation and fee arrangements (including with respect to performance fees and fee offsets) and other circumstances differ from Client to Client. This creates a potential conflict of interest with respect to the allocation of investment opportunities, as Clients that pay higher fees will create an incentive to direct investment ideas to, and/or to allocate investments in favor of such Clients. In addition, the Adviser enters into strategic accounts directly or indirectly with investors that commit significant capital into a particular Client. Such arrangements often include the Adviser granting certain preferential terms to these investors, including a waiver or reduction of Management Fees or performance fees or carried interest, that are lower than those applicable to Clients in which such investors invest. Where any such accounts invest in a Client, such indirect preferential terms (or other preferential terms set forth in the Organizational Documents) are generally not subject to the Client’s “most favored nation” provisions.

Over-Commitment To facilitate the acquisition of an investment, the Adviser or its affiliates could cause one or more Clients to make (or commit to make) an investment that exceeds the desired amount with a view to selling a portion of such investment to Co-Investors, Clients or other persons prior to or after the initial commitment or closing of the acquisition. The sale to Co-Investors, Clients or other persons will occur either at a previously agreed-upon price or, in the absence of a previously agreed-upon price, at the market value of the investment at the time of sale, and such market value may be fair value as determined by the Adviser. In such event, Client(s) bear the risk that any or all of the excess portion is not sold or sold on unattractive terms. As a consequence, the applicable Client(s) could bear the entire portion of any fees, costs and expenses related to such investment and hold a larger than expected investment or may realize lower than expected returns from such portion of such investment. An investment that is not syndicated to Co-Investors as originally anticipated could significantly reduce a Client’s overall investment returns. Therefore, it is possible that a Co-Investor that overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks.

Generally, these underlying investors are required to meet certain qualifications, such as being (a) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), (b) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act, or (c) a “knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act. The Adviser generally establishes minimum investment commitments for investors in Clients. The general partner of each Client may in its sole discretion permit investments below the minimum amounts set forth in the Organizational Documents of such Client. Investors with investment commitments below certain thresholds may incur Management Fees that are greater than the Management Fees paid by other investors.

Depending on the type of investment, due diligence may include evaluating certain financial, tax, accounting, environmental and legal issues and retaining outside consultants, legal advisors, and accountants in varying degrees. The investment teams rely on the following types of resources: information provided by the target and consultants, publicly available information, and any other information that the investment team deems relevant. The due diligence that the investment teams carry out with respect to any investment opportunity may not reveal or highlight all relevant facts necessary or helpful in evaluating such investment opportunity, and the evaluation will not necessarily result in the investment being successful. Moreover, the level of due diligence conducted with respect to each investment will vary and the investment teams may not assess properly the appropriate amount or areas of diligence for each investment. Notwithstanding the diligence that is conducted in connection with any investment, there can be no assurance that the investment teams will identify or review all risks or that the Adviser will be able to prevent investment losses. In addition to longer-term investment strategies, the Adviser also seeks to capitalize on short-term trading opportunities in certain circumstances, which do not always involve the extensive due diligence described above. Investment Strategies and Related Risks Private Credit The Adviser’s Private Credit team offers the following credit strategies across the liquid and illiquid spectrum. 1. Private Credit Opportunity The Private Credit Opportunity strategy seeks to invest primarily in loans, and structured debt and debt-like securities, in businesses operating both inside and outside the United States. It primarily invests in (i) private loans that are made to companies and (ii) complex and special situations, e.g., in companies in asset classes and/or sectors that are out of favor and/or experiencing cyclicality/stress, or where in-depth due diligence and experience will help uncover attractive risk-adjusted returns. The Private Credit strategy has a flexible mandate that allows it to invest in all types of financial instruments across the capital structure, including, but not limited to, bank debt, bonds, trade claims, hybrid securities, other types of loans and

equities, and in certain limited instances credit default swaps and equity options. The strategy may invest in real estate, complex and misunderstood situations involving financial restructurings, litigation claims, run-offs and break-ups. The strategy utilizes leverage, which includes the borrowing of funds from banks and other lenders in order to carry out the business activities of the funds. 2. Senior Lending The Senior Lending strategy seeks to generate income and preserve capital by primarily investing in senior secured loans and notes sourced in both the private and more broadly syndicated markets. The strategy remains flexible and will allow investments across the capital structure, including first and second lien debt, notes, bonds, preferred and mezzanine securities and, on a limited basis, equities. First-lien debt may include traditional first-lien senior secured loans, or unitranche loans that combine the characteristics of traditional first lien senior secured loans with second lien and subordinated loans. The strategy may invest in convertible securities, structured investments (including junior and equity tranches) and real estate on a limited basis. The strategy expects to target investments in North America but may invest in other geographic locations as well. The strategy utilizes leverage, which includes the borrowing of funds from banks and other lenders in order to carry out the business activities of the funds. 3. Special Investments The Special Investments strategy seeks to invest in public and private markets across the capital structure to take advantage of market dislocations. The strategy has an opportunistic and flexible mandate that allows it to invest in all types of financial instruments across the capital structure, including a wide range of fixed income, equity and equity-linked investments. Investments may include, but are not limited to, unitranche loans, first lien/senior secured loans, second lien/mezzanine loans, secured notes, unsecured notes, private and public preferred and common equity securities, warrants, options, sale lease back paper and royalty interests. The strategy may invest in real estate, distressed situations, complex and misunderstood situations involving financial restructurings, litigation claims, run-offs and break-ups and expects to invest in North America but may also invest in other geographic locations as well. The strategy utilizes leverage, which includes the borrowing of funds from banks and other lenders in order to carry out the business activities of the funds. Real Estate 1. Real Estate Credit Opportunity The Real Estate Credit Opportunity strategy seeks to invest in real estate loans, including unitranche loans, first lien/senior secured loans and second lien/mezzanine loans and preferred or structured equity. The number of investments, the target sizes, target returns and proportion of investments that are real estate loans or preferred or structured equity can vary. The strategy expects to target investments in North America but may invest in other geographic locations as well. The strategy can acquire and own its investments, and incur leverage, through one or more subsidiary entities, some of which intend to qualify as a “real estate investment trust” for U.S. federal income tax purposes. The strategy utilizes leverage, which includes the borrowing of funds from banks and other lenders in order to carry out the business activities of the funds.

2. Real Estate Senior Lending The Real Estate Senior Lending strategy seeks to invest primarily in first lien, senior secured mortgages. The strategy expects to target investments in North America but may invest in other geographic locations as well. The strategy can acquire and own its investments through one or more subsidiary entities, some of which intend to qualify as a “real estate investment trust” for U.S. federal income tax purposes. The strategy utilizes leverage, which includes the borrowing of funds from banks and other lenders in order to carry out the business activities of the funds. 3. Real Estate Equity The Real Estate Equity strategy seeks to invest primarily in equity investments in real estate and real estate-related assets across sectors, including hospitality, commercial, mixed-use and residential, along with platform investments in real estate operating, investment, and development companies, primarily in North America but may invest in other geographic locations as well. Risks All investments made by the Adviser on behalf of Clients risk the loss of capital. Set forth below are certain material risk factors applicable to all Clients and/or their investors. These risk factors do not purport to be a complete list or explanation of the risks involved in each Client. The Organizational Documents applicable to certain Clients include a more detailed summary of the material risks and the investment strategy for those Clients and should be read in conjunction with the risk factors identified below. As Clients’ respective strategies develop and evolve over time, an investment in a particular Client may be subject to additional and different risk factors than those described herein. Business Risks. A Client’s investment portfolio is expected to consist primarily of securities issued by non-public troubled companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk, which can result in substantial losses. Indeed, investments in troubled companies involve a higher degree of risk than other investments. Financial Market Fluctuations. The Clients’ investment programs are intended to extend over a period of years, during which the business, economic, political, regulatory, and technology environment within which the Clients operate may undergo substantial changes. General fluctuations in the market prices of securities may affect the value of the portfolio companies and instability in the securities markets will also likely increase the risks inherent in the portfolio companies. There can be no assurance that such economic and market conditions will be favorable in respect of both the investment and disposition activities of the Clients. The ability to realize investments held by the Clients depends not only on such investments and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations, which may include the introduction or removal of tariffs by the U.S. or other relevant governments. In the past, many private equity funds have looked to the public securities markets as a potential exit strategy and there can be no assurance that the Clients will be able to exit from their investments in portfolio companies by listing their shares

on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable a Client to sell these securities when the Adviser believes it is most advantageous to do so. Volatility in the financial sector may have an adverse material effect on the ability of the Clients to buy, sell and partially dispose of their portfolio companies. The Clients may be adversely affected to the extent that they seek to dispose of any of their investments into an illiquid or volatile market, and a Client or the Adviser may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high yield debt market or otherwise access new sources of credit, including private lenders. The portfolio companies may depend on the availability of capital financed from third parties and to the extent such capital is not available, those of the portfolio companies that rely on such capital may be adversely impacted in a manner that they would not have been had they been able to access such capital. In addition, political measures taken in response to market practices or economic instability in the United States or abroad may have an adverse impact on the portfolio companies. In reaction to changing economic and market conditions, regulators in the United States and several other countries have undertaken in the past and may undertake in the future regulatory actions and implement other measures designed to support stability in the financial markets. Despite these efforts, global financial markets could become and remain extremely volatile. In addition, new regulations and any changes in the political environment could limit a Client’s or the Adviser’s activities and investment opportunities or change the functioning of capital markets. A deterioration of the global credit markets may make it more difficult for investment funds such as a Client to obtain favorable financing for investments. A widening of credit spreads, coupled with the deterioration of the sub-prime and global debt markets and a rise in interest rates, may dramatically reduce investor demand for high yield debt and senior bank debt, which in turn may lead some investment banks and other lenders to be unwilling to finance new credit investments or to only offer committed financing for these investments on unattractive terms. A Client’s ability to generate attractive investment returns may be adversely affected to the extent the Client is unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such marketplace events also may restrict the ability of a Client to realize its investments at favorable times or for favorable prices. Concentration of Investments. Certain of the Clients will participate in a limited number of investments (and may seek to make several investments in one industry or one industry segment and/or within a short period of time) and, as a consequence, the aggregate return of a Client may be materially affected by the performance of a single investment or a single industry segment. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Client requires an extended period of time to raise such capital commitments, such Client may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Client will likely invest in fewer portfolio companies and/or decline certain investment opportunities if there is insufficient capital available and thus be less diversified. Additionally, a Client’s

Organizational Expenses could be higher if its fundraising period continues for an extended period. Limited Operating History; Past Performance Not Indicative of Future Results. Certain of the Clients have limited operating history and will be entirely dependent on the Adviser. There can be no assurance that the Clients’ investments will achieve results similar to those achieved by previous investments made or managed by the Adviser’s personnel. In addition, the Clients’ investments may differ from previous investments made or managed by the Adviser’s personnel in a number of respects. The performance of previous investments (including the performance of predecessor funds) is not necessarily indicative of a Client’s future results. No Assurance of Investment Returns. The Adviser cannot give Clients assurance that investments will generate returns or that returns will be commensurate with the risks of investing in the type of investments or assets that fall within such Clients’ individual investment objectives. Clients could enter into agreements or consummate transactions that involve payments that result in substantial costs to the affected Client and the elimination of the possibility of a return, in particular if the transaction is not consummated. Substantial Fees and Expenses. Clients typically pay Management Fees, Organizational Expenses and Operating Expenses as set forth in their Organizational Documents and/or fee agreements, whether or not they make any profits, as well as performance-based compensation if they make profits. While it is difficult to predict the future fees and expenses of Clients, such fees and expenses could be substantial. See Item 5 for additional information on fees and expenses. Valuation of Assets. To the extent described in a Client’s Organizational Documents, its general partner may be required to perform a valuation of Client assets outside the context of a negotiated third-party transaction involving a disposition of such assets. Since there is no actively traded market for most of the securities owned by the Clients, the general partners will apply a methodology based on their best judgment that is appropriate in light of the nature, facts and circumstances of the investments. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. To the extent that the general partners are required to perform such valuations under any circumstances in which a general partner’s interests are not fully aligned with those of all the investors, potential conflicts of interest arise with respect to such valuations. Dependence on the General Partners, Professionals and Key Personnel. Control over the operation of the Clients, including decisions with respect to structuring, negotiating, purchasing, financing and divesting investments, will be vested with the relevant general partner, and limited partners generally have no right or power to take part in the management of the Clients. Consequently, limited partners will be relying on the ability of the relevant general partners, as well as the relevant portfolio managers, to locate and evaluate the investments to be made by the Clients. The success of the relationship-based investment strategy utilized by the Clients depends in substantial part upon each Client’s portfolio manager’s skill and expertise. However, there can be no assurance that each Client’s portfolio manager will continue to be associated with the Adviser throughout the life of a Client or that

replacements will perform well. The loss of any one Client’s portfolio manager or other personnel could materially and adversely affect the Clients and the performance of their investments. Future Investments Unspecified. In order to enable the Clients to invest opportunistically across asset classes, industries and geographical regions, and consistent with the Clients’ Organizational Documents, the Clients have retained significant flexibility in the types of investments that the Clients will be able to make. Consequently, the investments made by a Client are not necessarily indicative of any future investments that may be made by a Client and no information is being provided as to the nature or terms of any particular type of future investment, nor any analysis of the market conditions generally applicable thereto. Investors must rely solely on the Adviser with respect to the selection, amount, character and economic merits of each potential investment. No assurance can be given that a Client will be successful in obtaining suitable investments or in achieving any of a Client’s objectives. Lack of Liquidity of Investments. Certain Clients’ portfolio investments generally consist primarily of debt investments, including, but not limited to, bonds, senior secured loans, unsecured loans, second lien loans, debtor-in-possession financings, delayed drawdown loans and revolving bank loans. Loans are not generally traded on organized exchange markets but rather would typically be traded by banks and other institutional investors engaged in loan syndications. Certain Client portfolios could include other asset classes, such as alternative investments, mortgage loans and real property. The liquidity of certain portfolio investments will depend on the liquidity of the applicable market. Trading in certain investments is subject to delays as transfers could require extensive and customized documentation, the payment of significant fees, the consent of the agent bank or underlying obligor or other party and cause significant expenses to be incurred. In addition, certain investments could be subject to legal or contractual restrictions or requirements that limit the Client’s ability to transfer them or sell them for cash. The resulting illiquidity of these investments could make it difficult for a Client to sell such investments if the need arises. If a Client needs to sell all or a portion of its portfolio over a short period of time, it could realize significantly less value than the value at which it had previously recorded those investments. There can be no assurance that Clients will be able to generate returns for their investors or that the returns will be commensurate with the risks of investing in the types of instruments described herein. As noted above, there is a possibility of partial or total loss of capital as a result of such constraints. Recycling. Subject to the terms of the applicable Client’s Organizational Documents, proceeds from investments (including current income) of a Client may be retained by the Client (or distributed and recalled) as determined by the Adviser and reinvested by such Client, or, at any time during the term of the Client, used by the Client as determined by the Adviser for any other proper purpose. Accordingly, to the extent such retained or recalled amounts are reinvested, investors will remain subject to investment and other risks associated with such investments. Regulatory Risk. The financial services industry generally, and the activities of alternative investment funds and their managers in particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Clients’ exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight may also impose additional administrative burdens on the Adviser and general partners, including

responding to examinations and investigations, implementing new policies and procedures and complying with recordkeeping and reporting obligations. Such burdens may divert the Adviser’s and the general partners’ time, attention and resources from portfolio management activities. The regulatory environment for private funds continues to evolve, and changes in the regulation of private funds and their trading activities may adversely affect the ability of the Clients to pursue their investment strategies, ability to obtain leverage and financing and the value of investments held by the Clients. There has been ongoing governmental and self-regulatory scrutiny of the alternative investment industry in general. It is impossible to predict what, if any, changes in regulations may occur, but any regulations that restrict the Clients’ activities could have a material adverse impact on their portfolios. Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of the Adviser and the Clients. Such current and future rulemaking is expected to impact the Adviser and its affiliates, the Clients and/or their investments, and the Clients have the potential to bear significant increased costs as a result of such rules. Certain Clients are subject to state insurance laws which require diversification of their investment portfolios and limits on the amount of investments in certain categories. As a result, the Adviser is required to invest the assets of such Clients in compliance with these laws, which may be burdensome and require sales of investments on unfavorable terms. Certain industry segments in which a Client may invest, including various segments of the real estate industry, are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While each Client intends to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries, including, in particular, the real estate industry, are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a Client may invest. The Clients may invest in regulated portfolio companies that are subject to any number of governmental licenses, permits or other approvals. A Client may need the consent or approval of applicable regulatory authorities in order to acquire particular portfolio companies. Such regulatory authorities may also be required to approve or consent to certain aspects of a Client’s sale of such investments. In addition, the adoption of new laws or regulations, including tax laws and regulations, or changes in the interpretation of these existing laws or regulations, including tax laws and regulations, could have an adverse effect on a Client’s investments. Such changes could necessitate the creation of new business models and the restructuring of investments to satisfy regulatory requirements, which may be costly and/or time-consuming. In connection with the regulatory approval, licensing or review process for any portfolio investment, disclosures and other undertakings may be required from or in respect of the existing or prospective owners of such portfolio investment, potentially including a Client or in turn the investors in such Client. Additionally, failure to obtain, or a delay in obtaining,

certain required permits or approvals could hinder operation of a portfolio investment and result in fines or additional costs for such entity, which could have an adverse effect on a Client. Compliance with applicable laws and regulations, such as antitrust and foreign direct investment laws, could significantly delay the closing of a transaction, lead to deal abandonment, increase the cost of operating the Clients, and/or infringe upon the ability of the Clients to engage in certain transactions. Finally, investment in regulated portfolio companies may result in: (i) certain investors in the Client being excused or excluded from participating in such investments in consultation with the Adviser as a result of the effects of such participation on such investors and/or the Client, and/or (ii) limiting the Client’s ability to make other investments and/or take certain actions in connection with its investment activities. Systems and Operational Risk. BDT & MSD personnel and Service Providers rely on certain financial, accounting, data processing and other operational systems and services. Many of these systems and services require manual input and are susceptible to error. These programs or systems may be subject to certain defects, failures or interruptions. For example, the Adviser and the Clients could be exposed to errors made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or related to other similar disruptions in the Clients’ operations. In addition, despite certain measures established by the Adviser and Service Providers to safeguard information in these systems, there are potential risks associated with cybersecurity breaches which may result in damage and disruption to hardware and software systems, loss or corruption of data and/or misappropriation of confidential information. Any such errors and/or disruptions may lead to financial losses, the disruption of Client trading activities, liability under applicable law, regulatory intervention or reputational damage. Investments in Public Companies. Clients could invest in the equity or debt of public companies or take private portfolio companies public. Investments in public companies could subject Clients to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the investing Client to dispose of such securities at certain times (including due to the possession by such Client of material non-public information), increased likelihood of shareholder litigation against such companies’ board members, which could include Adviser investment personnel, regulatory action by the SEC and increased costs associated with each of the aforementioned risks. Equity Securities. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short term as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and “growth” stocks can react differently from “value” stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism, war, regional and global conflicts and related geopolitical events risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Client Structure. The Clients include entities organized outside of the United States and which may be treated as partnerships or corporations for U.S. federal income tax purposes. In addition, the investors include taxable and tax-exempt entities and persons, or entities organized in various jurisdictions. As a result, certain Clients and investors may be subject to additional risks, including with respect to application of non-U.S. laws, rules or regulations. Furthermore, certain Clients and investors may have differing return characteristics. Competitive Market for Investment Opportunities. The activity of opportunistically identifying, completing and realizing attractive investments is highly competitive and involves a high degree of uncertainty. While the Adviser believes that there are currently available attractive investments of the type in which the Clients intend to invest, there can be no assurance that such investments will continue to be available or that then available investments will meet a Client’s investment criteria as such availability generally will be subject to market conditions. Over the past several years, an increasing number of competitors have been formed or expanded and additional funds with similar investment objectives may be formed or expanded in the future. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of opportunities available to the Clients; such supply-side competition may adversely affect the terms upon which investments can be made and, as a result, returns to investors may be impacted. Limited Number of Investments; Lack of Diversity. Except as set forth in a Client’s Organizational Documents, a Client is under no obligation to diversify its investments, whether by reference to the amount invested or the industries or geographical areas in which the investments are made. Accordingly, a Client will participate in a limited number of investments and, as a consequence, the aggregate return of the Client may be substantially adversely affected by the unfavorable performance of even a single investment, although certain Clients’ Organizational Documents and the Adviser’s applicable compliance policies and procedures restrict the size of any single investment based on the total capital commitments or total investments. On any given investment, loss of all or a portion of the original amount of the investment is possible. Investors in a Client have no assurance as to the degree of diversification in the Client’s investments, whether by geographic region, industry, asset or transaction type. To the extent a Client concentrates investments in a particular issuer, industry, security or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic and business conditions with respect thereto. In addition, the Clients expect to make a number of investments for which third-party financing will be desirable but not necessarily available at the time of investment. There is significant risk that such financing may never become available, or that a refinancing will not be able to be completed on desirable terms. This could result in a Client having a variety of unintended longterm investments and/or reduced diversification. Dynamic Investment Strategy. While the Adviser generally intends to seek attractive returns for each Client through the investment strategy and methods described herein, the Adviser is permitted to pursue additional investment strategies and/or modify or depart from its initial investment strategy, investment process or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the Organizational Documents. The Adviser is permitted to pursue investments outside of the industries and sectors in which the Adviser has previously made investments or has internal operational experience.

Need for Follow-On Investments. Following its initial investment in a given portfolio investment, the Adviser is permitted to provide additional funds to such portfolio investment or consider the opportunity to increase its investment in a 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 any Client will make add-on investments or that any Client will have sufficient funds to make all or any of such investments. Any decision by a Client not to make add-on investments or its inability to make such investments may have a substantial negative impact on a portfolio 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), result in a lost opportunity for such Client to increase its participation in a successful operation or the dilution of the relevant Client’s ownership in a portfolio investment if a third party or Co-Investor is permitted to invest. Use of Subscription Line Facilities. Clients are permitted to obtain subscription line facilities to facilitate investments, support ongoing operations and activities of Clients and their respective portfolio investments, enable Clients to pay Management Fees or expenses and liabilities and for any other purpose for which Clients can call capital from their respective investors. In certain instances, Clients will obtain a subscription line facility from DFO Management. The interest rate for such facility with DFO Management would be expected to be competitive with the interest rate that would generally be obtainable on an arm’s-length basis from unrelated third parties. For the avoidance of doubt, the Adviser is under no obligation to conduct an independent analysis of market terms, including with respect to interest rates relating to any credit facility, and the Adviser’s good faith belief based on its actual knowledge and experience shall be sufficient to establish that the interest rate obtained in connection with the facility is competitive with interest rates that would generally be obtainable on an arm’s-length basis from unrelated third parties. If a Client obtains a subscription line facility, it is expected that certain Client capital needs will be satisfied through borrowings by the Client under the subscription line facility. As a result, capital calls are expected to be conducted in larger amounts on a less frequent basis in order to, among other things, repay borrowings and related interest expenses due under such subscription line facilities. Where a Client uses borrowings under a subscription line facility in advance or in lieu of receiving capital contributions from investors the use of such facility will generally result in a higher, and in some instances, a lower reported internal rate of return than if the facility had not been utilized and instead capital contributions from investors had been contributed at the inception of an investment. In addition to subscription line facilities, Clients will engage in other types of borrowings that, as is the case with respect to subscription line facilities, can result in a higher or lower reported internal rate of return than if the borrowing were not put in place. The use of subscription line facilities and other borrowings presents conflicts of interest, including incentivizing the general partner to fund investments through such facilities in lieu of capital contributions, and may delay distributions to investors. In addition, Client-level borrowing will result in additional expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating, refinancing or terminating the facility. Because a subscription line’s interest rate is based in part on the

creditworthiness of the relevant Client’s limited partners and the terms of the Organizational Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the relevant Client’s cost of borrowing, Client-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Client’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Clientlevel borrowing typically delays the need for limited partners to make contributions to a Client, or results in short-term gains to a Client, which in certain circumstances enhances the relevant Client’s return calculations and thereby has the potential to benefit the marketing efforts of the general partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Client’s carried interest arrangements will be met. A portfolio 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, investments may be funded with Client-level borrowing, which may increase the net cost basis for purposes of calculating the Management Fee. Because Management Fees are incurred when an investment is financed through a Client-level borrowing, and a Client’s preferred return typically does not accrue on outstanding borrowings, the relevant general partner has an incentive to cause the Client to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Client-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Client’s investment period, and cause or defer a related change in the basis of the relevant Client’s Management Fee calculation under the Organizational Documents. Conflicts of interest also have the potential to arise to the extent that a financing is used to make an investment that is later sold in part to Co-Investors (including one or more co-investing Clients) as, to the extent Co-Investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, Co-Investors nevertheless stand to receive the benefit of the use of the borrowing and neither the relevant Client nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Client and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the relevant general partner’s ability to consent to the transfer of a limited partner’s interest in a Client or impose concentration or other limits on the Client’s investments, and/or financial or other covenants, that could affect the implementation of the Client’s investment strategy and/or a limited partner’s ability to transfer its interest in a Client. In addition, in order to secure a subscription line, the relevant general partner may request certain financial information and other documentation from limited partners to share with lenders. The general partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Client subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Client, resulting in a potential net benefit to the Client, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Client subsidiary. Client-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a general partner to fund investments and pay partnership expenses

without calling capital, potentially for extended periods of time. Calling a large amount of capital (including amounts that would have represented multiple capital calls or investment closings absent the use of a subscription line) at once to repay the then-current amount outstanding under the subscription line could cause short-term liquidity concerns for limited partners that would not arise had the relevant general partner called smaller amounts of capital incrementally over time as needed by a Client. A single market event could trigger capital events which may cause liquidity constraints for limited partners. Further, limited partner liquidity constraints can increase the likelihood and number of investor defaults. A general partner is authorized to use Client-level borrowing to pay Management Fees and to reimburse the Adviser for expenses incurred on behalf of the relevant Client. A Client is also permitted to utilize Client-level borrowing when a general partner expects to repay the amount outstanding through means other than limited partner capital, including as a bridge for equity or debt capital with respect to an investment. If a Client ultimately is unable to repay the borrowings through those other means, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. If an investment appreciates in value and is disposed of prior to repayment of such borrowing, the relevant Client generally would apply disposition proceeds to repay the borrowing and related interest and expenses. In this situation, the absence of invested capital funded by limited partners potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to limited partners and increase the potential carried interest for the relevant general partner, as reduced by the interest incurred by the relevant Client. Subject to any limitations in the Organizational Documents, this scenario potentially incentivizes the relevant general partner to permanently fund the acquisition and ongoing capital needs of a Client’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). Leverage; Borrowing by a Client or its Subsidiaries. Clients utilize leverage in connection with their investments and operations, subject to certain limitations. Such leverage introduces risk of unavailable refinancing and increases the exposure of an asset to adverse economic factors such as rising interest rates, further downturns in the economy or deterioration in the condition of the investment. Clients are also permitted to guarantee or provide credit support or similar assurances in respect of the obligations of their portfolio investments and, accordingly, Clients may be materially and adversely affected to the extent such guarantees, support or assurances are called upon, including upon an event of default by any portfolio investment in respect of any such obligations. Although leverage presents opportunities for increasing a Client’s total return, it has the effect of potentially increasing losses as well. If income and appreciation on investments made with borrowed funds are less than the cost of the leverage, the total return of the leveraging Client will decrease. Accordingly, any event which adversely affects the value of a portfolio investment would be magnified to the extent a Client is leveraged. The cumulative effect of the use of leverage by Clients in a market that moves adversely to each Client’s investments or in

the event portfolio investments experience credit quality deterioration could result in a substantial loss to Clients that could be substantially greater than if such Clients were not leveraged. In addition, contractual demands by lenders to Clients to reduce their leverage could force such Clients to sell investments on an emergency basis at prices less than those obtainable in a more orderly liquidation. To the extent that a creditor has a claim on a particular Client, such claim would be senior to the rights of an investor in the Client. As a result, if Client losses were to exceed the amount of capital invested, an investor could lose its entire investment. The debt financing utilized by Clients to leverage investments could also be collateralized by any assets of the Client (and could be cross-collateralized with the assets of any parallel fund or alternative investment vehicle of the applicable Client or any portfolio investment, and such entities could be held jointly and severally liable for the full amount of the obligations arising out of such debt financing). Clients are also permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable, and in many situations, without receiving separate compensation for providing such guarantee or exposure to such liability. The use of leverage by a Client generally also results in fees, interest expense and other costs to such Client that may not be covered by distributions made to such Client or appreciation of its investments. While Client-level borrowings generally are subject to limitations set forth in the Organizational Documents and interim in nature, asset- or intermediate entity-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage remains outstanding. Clients generally are permitted to incur leverage on a joint, several, joint and several or crosscollateralized basis with one or more other Clients and entities managed 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 company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) are not expected to share in incurring such leverage, any related guarantees or the related costs and as a result Clients will disproportionately bear the obligation, risk and/or costs of leverage arrangements. In addition, to the extent Clients incur leverage (or provide such guaranties), such amounts are permitted to be secured by commitments made by such Clients’ investors and such investors’ contributions may be required to be made directly to the lenders instead of such Clients. Investment- and Intermediate Entity-Level Borrowing. Under the Organizational Documents, each Client is authorized to incur indebtedness that is secured by any assets of the Client (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness is permitted to be incurred for any purpose relating to the activities of the Client, including without limitation to: finance any investmentrelated activities of the Client; increase the buying power of the Client; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt

of permanent financing or capital contributions or distributions (as applicable); pay for Client expenses or fund the payment of Management Fees or other amounts; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Organizational Documents. Further, the Clients are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Client’s financing facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the obligations, risk and/or cost of such financing, or the guarantees or other credit support the relevant Client provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Client and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Although in many cases the Organizational Documents impose limits on borrowings at the Client level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. Board Participation. The Adviser’s partners, principals and BDT & MSD employees will serve as directors of some portfolio investments of Clients and, as such, would have duties to persons other than the investing Client. Although holding board positions could be important to the investing Client’s investment strategy and could enhance the ability of the Client, its general partner and the Adviser to manage investments, director seats could also have the effect of impairing the general partner’s ability to sell the related securities and other financial instruments when, and upon the terms, it could otherwise desire, and could subject the general partner, the Adviser, and investing Client to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other directorrelated claims. In general, the Client will indemnify its general partner and the Adviser from such claims. Debt Instruments Generally. Debt may be unsecured and structurally or contractually subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured. Moreover, such debt investments may not be protected by financial covenants or limitations upon additional indebtedness, and there is generally no minimum credit rating for such debt investments. Other factors may materially and adversely affect the market price and yield of such debt investments, including investor demand, changes in the financial condition of the applicable issuer, government fiscal policy and domestic or worldwide economic conditions. See “Financial Market Fluctuations.” Investments Longer than a Client’s Term. A Client may make investments which may not be advantageously disposed of prior to the date that the Client will be dissolved, either by expiration of the Client’s term or otherwise. Due to the fact that the Adviser has a limited ability to extend the term of a Client, a Client may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. Distributions in-kind, which

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

instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Inflation Risk. Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of Clients’ investments can decline. The United States and other developed economies recently experienced (and some continue to experience) higher-than-normal inflation rates. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have negative effects on economies and financial markets, particularly in emerging economies, and could have a material and adverse impact on the Clients’ investments and their aggregated returns. For example, if a portfolio investment were unable to increase its revenue in times of higher inflation, the investment’s profitability may be adversely affected. Portfolio investments may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangement. As inflation rises, a portfolio investment may earn more revenue but may incur higher expenses. Conversely, as inflation declines, may not be able to reduce expenses commensurate with any resulting reduction in revenue. Furthermore, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of Clients. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. Multiple world governments, as well as inter-governmental institutions, have undertaken, and may in the future undertake, various forms of fiscal stimulus measures, including setting interest rates that are at historic lows and undertaking, so called “quantitative easing.” Such stimuli, unless successfully managed and scaled back at the appropriate time, may be inflationary. In addition, there is significant concern in macroeconomic terms about the levels of indebtedness carried by certain governments. While bringing with it a range of issues, one of the consequences of an extended period of a higherthan-desired level of inflation, is often to erode in real terms the value of government debt. This element of debt erosion may create an incentive for governments to be less robust in seeking to deal with inflation than might otherwise have been the case had the government concerned not suffered from a high level of indebtedness. If such inflation occurs, it would have negative consequences for the performance of the Clients’ portfolio companies and ultimately the Clients’ returns. Additionally, further financial crises could result in additional governmental intervention in the markets. There can be no assurance that continued and more wide-spread inflation in the United States and/or other economies will not become a serious problem in the future and have a material adverse impact on the Clients’ returns. Risks Resulting from the United Kingdom’s (“UK”) Exit from the European Union (“EU”). The UK formally withdrew from the EU on January 31, 2020 (“Brexit”). Although the terms of the UK’s relationship with the EU were agreed in a trade and cooperation agreement signed on December 30, 2020, the agreement does not include an agreement on financial services and,

as a result, alternative arrangements and structures for the provision of cross-border marketing and services between the EU and UK have been established, which are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future. It remains to be seen to what extent the UK may elect to diverge from the current EU-influenced regime over time. It is possible that the EU may respond to UK initiatives by restricting thirdcountry access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on any Client and its investments, including the ability of a Client to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to crossborder access between the EU and non-EU jurisdictions). The legal, political and economic uncertainty and disruption resulting from Brexit may adversely affect both EU- and UK-based businesses, including the Adviser and Client portfolio companies, as applicable. Continuing uncertainty and the prospect of further disruption may result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States. International Conflicts and Geopolitical Events. Wars and other international conflicts, such as the ongoing U.S.-Iran hostilities and Iran’s retaliatory actions throughout the Middle East, the Israeli-Palestinian conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have, and may in the future, put in place or expand sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ongoing U.S.-Iran conflict, as well as heightened tensions in other regions, have also contributed to increased geopolitical uncertainty and volatility in global financial markets. The situation remains highly fluid and volatile, with significant uncertainty as to how events will unfold. Such developments have affected, and may continue to affect, energy and commodity prices, international shipping routes, supply chains, insurance markets and cross-border capital flows. Escalation, expansion or spillover of existing conflicts, or the outbreak of new conflicts between regional or global powers or their aligned groups, could materially disrupt economic activity, increase market volatility, reduce investor confidence and adversely affect the availability or cost of financing. The duration, scope and potential consequences of such hostilities are inherently uncertain and may change rapidly, and any such developments could have a material adverse effect on the Clients’ investments, operations, and performance. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Clients or any particular industry, business or investee country, as well as the duration and severity of such effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Clients. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply

chain disruptions and reductions in the availability of capital. It may also limit the ability of a Client to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) and international negotiations over such conflicts may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategies which the Clients intend to pursue, all of which could adversely affect the Clients’ ability to fulfill their investment objectives. Sanctioned Investors. If after subscribing to a Client a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or equivalent non-U.S. authorities) (a “Sanctions List”), the relevant general partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Client with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant limited partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Client’s activities, could materially and adversely affect the Client. CFIUS and National Security Clearance Considerations. Certain investments are expected to be subject to or require review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”), such as where CFIUS-related laws, regulations or guidance deem non-U.S. persons or entities under their control (such as a Client, co-investors and/or rollover sellers) to be acquiring a U.S. business (including a business with assets, employees, facilities, and/or operations in the United States). CFIUS has the authority to review proposed or existing transactions or investments or to seek to impose limitations on or prohibit investments, and CFIUS filings and other considerations can materially impact transaction timing, feasibility, certainty and costs. In certain circumstances, CFIUS considerations have the potential to prevent a Client from maintaining or pursuing investments, or limit the universe of available buyers for an existing investment. Any of these factors have the potential to adversely affect a Client’s performance, and the likelihood that CFIUS considerations will be implicated is expected to increase where non-U.S. limited partners comprise a substantial percentage of a Client. Under the Organizational Documents, the Adviser generally is authorized, although not required, to excuse or otherwise limit non-U.S. limited partners’ ability to invest in U.S. businesses (or to exercise voting or advisory committee rights with respect thereto) in order to anticipate or comply with CFIUS considerations. However, there can be no assurance that invoking any such excuse provisions or other limitations will allow a Client to proceed with or maintain any investment, or to avoid losses relating thereto. Similar considerations are expected to apply with respect to reviews by non-U.S. national security or investment clearance regulators In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar nonU.S. foreign investment clearance regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Client to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Regulation. In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S.

national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Client. The OISP restrictions could limit the universe of prospective investments available to a Client, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. Financial Institution Risk; Distress Events. An investment in a Client is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Client’s (or any portfolio company’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, the Adviser, any general partner, the Clients and/or any of the portfolio companies may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of the Adviser to manage the Clients and their investments, and on the ability of the Adviser, any Client or any portfolio company to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event a Client is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of the Client to access capital contributions or otherwise); the inability of the Client to acquire or dispose of investments, including at prices that the relevant general partner believes reflect the fair value of such investments; and/or the inability of the Adviser or portfolio companies to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a

Financial Institution’s services, it is also possible that the Adviser will experience operational burdens and expenses, and a Client or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that the Adviser will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Clients and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Client or Service Providers or other counterparties of a portfolio company become subject to Distress Events, which could have a material adverse effect on a Client, its investors or such portfolio companies, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services (including lending services), that the Adviser and/or the relevant Client maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although the Adviser seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Clients, the Adviser is under no obligation to use a minimum number of Financial Institutions with respect to any Client or to maintain account balances at or below the relevant insured amounts. Anti-Corruption & Anti-Boycott Considerations. The U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act (“UKBA”) and other anti-corruption and anti-bribery laws, as well as U.S. anti-boycott regulations, may impact the Adviser, the Clients and a Client’s portfolio investments. A Client may be adversely affected or miss out on opportunities because of the Adviser’s unwillingness to participate in transactions that potentially violate such laws and regulations. Such laws and regulations may make it difficult in certain circumstances for a Client to act successfully on investment opportunities or to obtain or retain business. In recent years, U.S. regulators have been increasingly focused on asset managers’ compliance with the FCPA. Any determination that the Adviser, a Client, its portfolio investments or any of their respective officers, directors or employees has violated the FCPA, the UKBA or other applicable anti-corruption laws, anti-bribery laws or U.S. anti-boycott regulations could subject it to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and/or a general loss of investor confidence, any one of which could adversely affect a Client’s business prospects and/or financial position, as well as its ability to achieve its investment objectives and/or conduct its operations. Privacy and Data Protection Law Compliance Risk. The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security-related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of the Adviser, the general partners of the Clients and the Clients and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their Service Providers could result in fines, sanctions or other penalties or litigation, which could materially and adversely affect the results of operations, as well as have a negative impact on reputation

and Client performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for the Adviser, the general partners of the Clients and the Clients are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including certain U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations on the Clients. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include the Adviser, the general partners of the Clients and the Clients. Cybersecurity Risk. The Adviser, the Clients’ Service Providers and other market participants depend on complex and often interconnected information technology and communications systems to conduct business functions. These systems are subject to a number of different threats and other risks that could adversely affect the Clients and their investors, despite the efforts of the Adviser and the Clients’ Service Providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the security, confidentiality, integrity and availability of information belonging to the Client and its investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, encrypt or otherwise prevent access to these systems of the Adviser, the Clients’ Service Providers and counterparties, as well as the data stored by these systems, including investor information. The Adviser and the Clients’ Service Providers may be subject to ransomware or other attacks that could cause a substantial business disruption or loss of availability of data that could prevent the Clients and Adviser from executing its investment strategy or accessing an account, which could lead to financial losses. Third parties may also attempt to fraudulently induce employees, customers, Service Providers or other users of the Adviser’s systems to disclose sensitive information in order to gain access to the Adviser’s data or that of the Clients’ investors or to transfer funds to unauthorized third parties. A successful penetration or circumvention of the security of the Adviser’s systems by unauthorized third parties could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Clients, the Adviser or their Service Providers to incur regulatory penalties, reputational damage, additional compliance costs, increased insurance premiums or financial loss. In addition, the Adviser may incur substantial costs related to investigation and remediation of the cybersecurity incident, increasing and upgrading cybersecurity protections including its administrative, technical, organizational and physical controls, acts of identity theft, unauthorized use or loss of proprietary information, adverse investor reaction, increased insurance premiums or difficulties obtaining insurance coverage, or litigation, regulatory actions or other legal risks. Similar types of operational and technology risks are also present for the companies in which the Clients invest, which could have material adverse consequences for such companies, and may cause the Clients’ investments to lose value.

Artificial Intelligence and Machine Learning. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to the Adviser, the Clients and the portfolio companies. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Clients invest, and any such changes could render the Adviser’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of the Adviser, the Clients and the portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect the Adviser, the Clients, the portfolio companies and their operations. Additionally, the Adviser, the Clients and the portfolio companies could be further exposed to the risks of AI Technologies if Service Providers, whether or not known to the Adviser, use AI Technologies in their business activities. The Adviser will not be able to control the use of AI Technologies in third-party products or services, including those provided by the Adviser’s and its affiliates’ Service Providers. Additionally, the Adviser and its personnel expect to use AI Technologies in connection with the Adviser’s business activities. AI Technologies are generally highly reliant on the collecting and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI Technologies use to operate. Certain data in AI Technologies potentially will contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of such AI Technologies. Even where AI Technologies are utilizing accurate data, they may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such AI Technologies to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and/or performance of the Adviser, the Clients and/or the portfolio companies. In addition, use of AI Technologies poses various risks related to confidentiality, privacy and cybersecurity. The Adviser’s personnel also could utilize AI Technologies in contravention of any policies, confidentiality agreements or applicable law. Any of such risks or misuse could have an adverse effect on the Adviser, the Clients and/or the portfolio companies. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on the Adviser, the Clients and the portfolio companies. Tax Reform Risks. Tax law is subject to change and various historic and current legislative proposals could affect the Clients and the investors. Under current law, capital gains in respect of a general partner’s right to carried interest will be subject to a three-year “holding period” in order to be classified as “long-term capital gains,” while the corresponding holding period requirement with respect to capital gains that fund investors are allocated is one year. This carried interest holding period requirement could affect investment decisions, including the timing and structure of dispositions and other realization events, and it could adversely impact returns for investors. For example, the holding period requirement may incentivize the Adviser to cause a Client to hold an investment for longer than three years to obtain a preferential tax

rate on carried interest, even if there are attractive realization opportunities prior to that time. Further, there are currently administrative and legislative proposals to further change the tax treatment of “carried interest” in ways that may be adverse to partners in the general partner. A general partner and the Adviser may take these potential adverse consequences into account in their management and operation of funds and in addressing these adverse consequences, the interests of the general partner and the Adviser, on the one hand, may diverge from the interests of the investors, on the other hand. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Client and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Client and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Client’s portfolio companies. U.S. Presidential Administration. Donald J. Trump took office in January 2025. It is expected that the Trump administration will continue to seek to enact changes to numerous areas of law and regulations currently in effect. Any such changes could significantly impact the Clients or their portfolio investments. Specific legislative and regulatory proposals or executive orders that might materially impact the Clients include changes to trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, income tax regulations and the federal tax code, public company reporting requirements, and antitrust enforcement. Changes in federal policy, including tax policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by various entities. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under the next presidential administration remain highly uncertain. Future changes may adversely affect the Clients’ operating environment and therefore their business, financial condition and results of operations. There can be no assurance that any changes in laws, regulations or governmental policy will not have an adverse impact on the Clients and their investments, including the ability of the Clients to execute their investment objectives and to generate attractive returns. In addition, any changes in U.S. social, political, regulatory and economic conditions or in laws, policies or executive orders governing the financial services industry, foreign trade, manufacturing, outsourcing, development and investment in the territories and countries or types of investments in which the Clients are permitted to invest, and any negative sentiments towards the U.S. as a result of such changes, could adversely affect the performance of the

Clients’ investments. Moreover, media (including social media) has the potential to influence public sentiment and escalate tensions both within the U.S. and in international relations, which could cause social unrest and could negatively impact stock markets and economics around the globe and the Clients’ investments. The Adviser also cannot predict how other countries will respond to the current and future U.S. presidential administrations’ actions. For example, the Adviser is unable to predict whether legislation, regulations or executive orders that would have adverse impacts on the Clients or their investments may be passed in other jurisdictions in response or related to any measures that were imposed by the previous U.S. presidential administration or that may be imposed by the current and future U.S. presidential administration, including the imposition of tariffs on U.S. goods imported into such jurisdictions, increased inspections on U.S. companies, delays on approvals for mergers and acquisitions involving U.S. companies, preferential treatment of non-U.S. companies, media campaigns against U.S. companies and/or goods and delays on license approvals in such jurisdictions. Public Health Emergencies. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Clients. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Clients. The extent of the impact on the Clients’ and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Clients to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Clients intend to pursue, all of which could adversely affect the Clients’ ability to fulfill their investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Clients, their portfolio companies, the general partners and the Adviser may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the

performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Environmental, Social and Governance (“ESG”) Matters. The Adviser maintains an ESG policy and seeks to integrate certain material ESG factors into its investment process, in its discretion, in accordance with its policy consistent with and subject to any applicable legal, regulatory or contractual requirements. The process of electing and evaluating material ESG factors is subjective by nature, and the Adviser expects to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There is no guarantee that the criteria utilized by the Adviser, or any judgment exercised by the Adviser, will reflect the views, internal policies or preferred practices of any particular investor or other asset manager or reflect market trends. The Adviser cannot guarantee that its ESG program will positively impact the performance of any individual investment or Client. In addition, in evaluating an investment, the Adviser frequently depends upon information and data provided by a number of sources, which it does not verify independently and could cause the Adviser to incorrectly identify, prioritize, assess or analyze an investment’s ESG practices and/or related risks and opportunities. ESG integration and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by asset managers. This evolving landscape results in management burdens and costs and potential enforcement or other legal or reputational risks. The Adviser cannot guarantee that its current approach to ESG, including its ESG policy, will meet future regulatory requirements or align with market trends. Import/Export Regulations. Significant changes to U.S. trade policy, including changes to current legislation and trade agreements and the imposition of tariffs on a range of goods imported into the U.S. have resulted, and may in the future result, in countries retaliating with tariffs against the United States. These retaliatory actions could trigger extended “trade wars” between the U.S. and its trading partners, resulting in additional barriers to the international market, inclusive of customers, vendors, and potential investors. Under these circumstances, the cost of goods for some investments could increase, resulting in lower consumer demand for their goods and reduced cash flows. While it is unknown whether and to what extent new legislation will be enacted into law, the enactment or amendment of trade legislation and/or renegotiation of trade agreements could impose additional compliance costs on investments, restrict their ability to participate in international markets and otherwise disrupt their current operations. Possibility of Fraud and Other Misconduct of Personnel and Service Providers. Misconduct by BDT & MSD personnel, 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 nonpublic information, which could result in litigation, regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of such Clients

and noncompliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to such Clients. The Adviser has controls and procedures through which it seeks to minimize the risk of such misconduct occurring. However, no assurances can be given that the Adviser will be able to identify or prevent such misconduct. Weather and Climate Risk. Global climate change is widely considered to be a significant threat to the global economy. Real assets in particular may face risks associated with climate change, including risks related to the impact of climate-related legislation and regulation (both domestically and internationally), risks related to climate-related business trends, and risks stemming from the physical impacts of climate change, such as the increasing frequency or severity of extreme weather events and rising sea levels and temperatures. Additionally, regulatory and voluntary initiatives launched by international, federal, state, and regional policymakers and regulatory authorities, as well as private actors, seeking to reduce greenhouse gas emissions could expose businesses to a broad category of climate change risks known as “transition risks” in addition to physical risks (e.g., changes in weather and climate patterns), such as (i) political and policy risks, (ii) regulatory and litigation risks, (iii) technology and market risks and (iv) reputational risks. Although the Clients’ target investments may not fall within industries commonly identified as “carbon intensive” or directly addressing climate change, the Adviser cannot rule out the possibility that climate change-related risks could result in unanticipated delays and expenses or other consequences, which could have a material adverse effect on the Clients and/or their investments. Further, damage to real estate owned by Clients or their portfolio companies due to fires, earthquakes, floods or other natural or man-made disasters or casualty events could prevent completion of investment activities or the effective management of the Clients’ investments, any of which could have a material adverse effect on the Clients’ investments. In addition, a portion of the Clients’ assets may be mortgaged loans secured by, or other investments that derive their value from, real property, and the occurrence of a natural disaster could impair the value of such property and thereby negatively affect the financial condition and results of the Client. Insurance may not be obtained and any insurance, even if obtained, may be insufficient to compensate the Client in the event of a natural disaster. Any future extreme weather events, or other natural or man-made disasters or casualty events may also adversely affect the liquidity of both affected and unaffected assets. Custody and Banking. The Clients will maintain funds with one or more banks or other depository institutions (“banking institutions”), which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom the Clients, their portfolio investments and/or the Adviser transact may inhibit the ability of the Clients or their portfolio investments to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Clients may be forced to delay or forgo investments or to call capital when it is not desirable to do so, resulting in lower performance for the Clients. In the event of such a failure of a banking institution where a Client or one or more of its portfolio investments holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such

instances, the Clients and their affected portfolio investments may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. The loss of amounts maintained with a banking institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to the Clients or their portfolio investments. This risk is increased as the Adviser and its affiliates, the Clients and BDT & MSD personnel all may utilize the same banking institutions. One or more investors or a general partner could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, a general partner may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails. Investment and Trading Risks Generally. All investments risk the loss of capital. The Client’s investment program will involve, without limitation, risks associated with limited diversification, use of leverage, credit deterioration and default risks, systems risks and other risks inherent in the Client’s activities. Certain investment techniques of the Client can, in certain circumstances, substantially increase the impact of adverse market movements to which the Client may be subject. In addition, the Client’s investments may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where the Client invests its assets. The Client’s methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Force Majeure. Portfolio entities may be vulnerable to a force majeure event, including acts of God, war and strikes, which could result in the destruction, impairment or loss of profitability for the issuers. In addition, the damage caused by the force majeure event may adversely affect a party’s ability to perform its obligations until it is able to remedy the damage. Insurance coverage of these risks may be limited, subject to large deductibles or completely unavailable, and the Adviser will determine in its discretion whether to seek insurance coverage of, or seek alternative ways to manage or mitigate, these risks. In addition, insurance coverage, particularly business interruption insurance, may be limited or unavailable to issuers upon the occurrence of a force majeure event, which may adversely impact such issuers. Material, Non-Public Information (“MNPI”); Other Regulatory Restrictions. As a result of the operations of the Adviser and its affiliates, as well as in connection with officerships or directorships of BDT & MSD personnel, the Adviser frequently comes into possession of MNPI. Under applicable securities laws and the Adviser’s internal policies and practices, the Adviser and its personnel are prohibited from misusing, or the appearance of misusing, MNPI. In particular, the Adviser and its affiliates may have access to MNPI that may be relevant to an investment decision to be made by a Client, and that may restrict the Client from initiating a transaction or selling an investment which, if such information had not been known to it, may have benefited the Client had it been undertaken.

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

partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Client succeeds in asserting confidentiality for requested documents and other materials, and the Adviser reserves the right to withhold certain information from investors subject to such laws for reasons relating to the Adviser’s public reputation, business strategy or other reasons. Notwithstanding the foregoing, or the provisions of any Client’s Organizational Documents, the Adviser will not as a matter of policy interpret any Client’s confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has made such reports or disclosures. Litigation. In the ordinary course of its business, a Client could be subject to litigation. For example, the Adviser participates in restructuring activities where Clients invest in distressed securities. It is possible that certain Clients will become involved in litigation with respect to creditor disputes and similar issues among classes of claimants. The outcome of such proceedings could materially adversely affect the value of a Client and could continue without resolution for long periods of time. Litigation entails expenses and the possibility of counterclaims against such Clients including their general partners and the Adviser, and ultimately, judgments could be rendered against a Client for which such Client does not carry insurance. Any litigation could consume substantial amounts of the Adviser’s and relevant general partner’s time and attention, and that time and the devotion of these resources to litigation could, at times, be disproportionate to the amounts at stake in the litigation. The adoption of new or the enhancement of existing laws and regulations could further increase the risk of litigation. Any such litigation would likely have a negative financial impact on a Client. Although a Client’s investments may bear interest at a floating rate, there may be (a) mismatches between the floating rates applicable to investments that bear interest at a floating rate and the SOFR rates (or other interest rates) applicable to the indebtedness of a Client, (b) timing mismatches based on different interest payment dates applicable to the investments as compared to a Client’s indebtedness, and (c) likely mismatches between the aggregate outstanding amount of the indebtedness and the aggregate principal balance of the floating rate investments. In addition, the interest rates applicable to cash equivalents held by a Client may be fixed or floating and could be lower than the interest rates on a Client’s investments. Accordingly, changes in the level of SOFR or any other applicable floating rate index or the holding of significant assets in the form of cash equivalents could adversely affect the ability of a Client to make debt service payments on the aggregate outstanding amount of the indebtedness. A Client may, subject to applicable law, enter into one or more hedge agreements to hedge interest rate risk. Counterparty Risk. A number of the markets in which a Client or any of its portfolio investments could affect its transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes a Client or such portfolio investment to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona

fide) or because of a credit or liquidity problem, thus causing a Client or such portfolio investment to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events could intervene to prevent settlement, or where a Client has concentrated its transactions with a single or small group of counterparties. A Client is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. The ability of a Client to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement could increase the potential for losses by a Client. Non-U.S. Currency Risks. Certain Clients make investments that are denominated in non-U.S. currency and, therefore, are subject to the risk that the value of a particular currency will change in relation to one or more other currencies, including generally the currency in which the books of the Client are kept and currencies in which contributions and distributions generally will be made. Among the factors that could affect currency values are trade balances, the level of shortterm interest rates, differences in relative values of similar assets in different currencies, longterm opportunities for investment and capital appreciation and political developments. The Client will incur costs in converting investment proceeds from one currency to another. The Adviser could, but is under no obligation to, employ hedging techniques to minimize these risks, although there can be no assurance that such strategies will be effective. Investments in any country in which U.S. dollars are not the local currency could be affected by such changes in the value of foreign exchange between the U.S. dollar and such currency. Such changes could have an adverse effect on the value, price or income of the investment to such investors. There could also be foreign exchange regulations applicable to investments in non-U.S. currencies in certain jurisdictions. The Alternative Investment Fund Managers Directive and the Alternative Investment Fund Managers Regulations. While the Adviser does not currently rely on AIFMD (as defined below), it may in the future rely on the directive. Directive 2011/61/EU of the European Parliament and of the Council dated 8 June 2011 on Alternative Investment Fund Managers as implemented in any relevant jurisdiction, together with Commission Delegated Regulation (EU) No 231/2013, as well as any similar or supplementary law, rule or regulation, in each case as amended from time to time, including as implemented in the UK pursuant to applicable legislation including the UK Alternative Investment Fund Managers Regulations 2013/1773 and retained and amended from time to time (“AIFMD”) regulates the activities of certain private fund managers undertaking fund management activities or marketing fund interests to investors within the European Economic Area (“EEA”) and the UK respectively. To the extent a Client is actively marketed to investors domiciled or having their registered office in the EEA or the UK in circumstances where no relief is available: (i) such Client and/or their respective general partners / management companies will be subject to certain reporting, disclosure and other compliance obligations under the AIFMD, which will result in such Client incurring additional costs and expenses; (ii) such Client and/or their respective general partners / management companies may become subject to additional regulatory or compliance obligations arising under national law in certain EEA jurisdictions or the UK, which will result in such Client incurring additional costs and expenses or otherwise affect the management and operation of such Client; (iii) the general partner / management company of such Client will be required to make detailed information relating to the Client and its investments available to regulators and third parties; and (iv) the AIFMD also restricts certain activities of the Client in

relation to EEA and/or UK portfolio companies, if any, including, in some circumstances, the Client’s ability to recapitalize, refinance or potentially restructure an EEA or a UK portfolio company within the first two years of ownership which may in turn affect operations of the Client generally. In addition, it is possible that some EEA jurisdictions or the UK will elect to restrict or prohibit the marketing of non-EEA or UK funds to investors based in those EEA jurisdictions or the UK, which will make it more difficult for the Client to raise its targeted amount of capital commitments. Certain Clients qualify as alternative investment funds (“AIF”) within the meaning of the AIFMD and are managed by a fully authorized alternative investment fund manager (“AIFM”) in Luxembourg; as such they are subject to certain reporting, disclosure and other compliance obligations under the AIFMD, which will result in such Clients incurring costs and expenses. The European Union is implementing a Directive to amend AIFMD (“AIFMD II”). AIFMD II will impose obligations including: (i) minimum substance considerations that EU regulators will need to take into account during the AIFM authorization process; (ii) enhanced requirements around delegation, including additional reporting requirements in relation to delegation arrangements; (iii) new requirements applying to AIFMs managing funds that originate loans; (iv) increased investor pre-contractual disclosure requirements, notably around fees and charges; and (v) a prohibition on non-EU AIFMs and AIFs established in jurisdictions identified as “high risk” countries under the European Anti-Money Laundering Directive (as amended) or the revised EU list of non-cooperative tax jurisdictions. The final text of AIFMD II was published in the Official Journal of the European Union in March 2024, with AIFMD II due to be implemented by EU Member States from 2026. It is possible that AIFMD II may require additional costs, expenses and/or resources, as well as restricting or prohibiting certain activities, including in relation to loan-originating funds and managers or funds established in jurisdictions outside the EU identified as having anti-money laundering and/or tax failings. Changes in Investment Focus. It is possible that Clients are not restricted in terms of the percentage of their capital that can be invested in a particular industry, geographical region or type of investment. While a Client’s Organizational Documents generally contain a description of the types of investments that other Clients have historically made and/or information about the Adviser’s expectations with respect to such Client, many factors could contribute to changes in emphasis in the construction of such Client’s portfolio, including changes in market or economic conditions or regulation as they affect various industries and changes in the political or social situations in particular countries. There can be no assurance that the investment portfolio of any Client will resemble the portfolio of any other Client. Investments in Distressed Securities. A portion of the Client’s investments could also be obligations or securities that are unrated or rated below investment grade by recognized rating services such as Moody’s and Standard & Poor’s. Securities rated below investment grade and unrated securities generally offer a higher current yield than that available from higher grade issues but typically involve greater risk. Securities rated below investment grade and unrated securities are typically subject to adverse changes in general economic conditions, changes in the financial condition of their issuers and price fluctuation in response to changes in interest rates. During periods of economic downturn or rising interest rates, issuers of securities rated below investment grade and unrated securities could experience financial stress that could adversely affect their ability to make payments of principal and interest and increase the possibility of default. Adverse publicity and investor perceptions, whether or not based on

fundamental analysis, could also decrease the values and liquidity of securities rated below investment grade and unrated securities, especially in a market characterized by a low volume of trading. In addition, the secondary market for high-yield securities, which is concentrated in relatively few market makers, could not be as liquid as the secondary market for more highly rated securities. As a result, the Client could find it more difficult to sell these securities or could only be able to sell the securities at prices lower than if such securities were widely traded. Non-United States Investments. Certain Clients have invested, and may make additional investments, in portfolio investments that are organized or headquartered or have substantial sales or operations outside of the United States. Such investments may be subject to certain additional risks due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of the Client), the application of complex United States and non-United States tax rules to cross-border investments, possible imposition of non-United States taxes on the Clients and/or the investors with respect to the Clients’ income, and possible non-United States tax return filing requirements for the Clients and/or the investors. Additional risks of non-United States investments may include, without limitation: (a) economic dislocations in the host country; (b) less publicly available information; (c) less well-developed regulatory institutions; (d) greater difficulty of enforcing legal rights; (e) civil disturbances; (f) government instability; and (g) nationalization and expropriation of private assets. Moreover, non-United States companies may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those that apply to United States companies. Hedging Policies/Risks. In connection with certain investments, Clients and/or their portfolio investments could employ hedging strategies (whether by means of derivatives or otherwise and whether in support of financing techniques or otherwise) that are designed to reduce the risks to Clients and/or their portfolio investments of fluctuations in interest rates, securities, commodities and other asset prices and currency exchange rates, as well as other identifiable risks. While the transactions implementing such hedging strategies could reduce certain risks, such transactions themselves could entail certain other risks such as the risk that counterparties to such transactions could default on their obligations and the risk that the prices and/or cash flows being hedged behave differently than expected. Thus, while Clients and/or their portfolio investments could benefit from the use of these hedging strategies, unanticipated changes in interest rates, securities, commodities and other asset prices or currency exchange rates or other events related to hedging activities could result in a poorer overall performance for Clients and/or their portfolio investments than if they or their portfolio investments had not implemented such hedging strategies. Investments in Privately Held Middle-Market Companies. Certain Clients invest in privately held U.S. middle-market companies. Investments in privately held middle-market companies involve a number of significant risks, including the following: (i) these companies may have limited financial resources and may be unable to meet their obligations, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of a Client realizing any guarantees such Client may have obtained in connection with such investment; (ii) they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to

competitors’ actions and market conditions, as well as general economic downturns; (iii) they typically depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on a Client’s investment; (iv) they generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; (v) they may have difficulty accessing the capital markets to meet future capital needs; and (vi) there is ordinarily a more limited secondary trading market for the sale of interests in smaller, private companies, which may limit exit opportunities for the Clients. Loans and Participations. A Client’s investment strategy could include investments in loans and loan participations. These obligations are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender liability claims by the issuer of the obligations; and (iii) limitations on the ability of the Clients to directly enforce their rights with respect to participations. In analyzing each loan or participation, the Adviser compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the Clients. As secondary market trading volumes in loans have grown from their inception, new loans have adopted standardized documentation to facilitate trading, which could further improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue, particularly as new regulations are enacted that affect the dealings and conduct of banks that often provide such liquidity. Because holders of such loans can be provided with confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans may not be as easily purchased or sold as publicly traded securities, and historically the trading volume in the loan market has been smaller relative to certain other markets. Furthermore, to the extent that a Client does not hold a loan investment directly, such as when the Client instead holds through a participation arrangement with a particular counterparty, if the counterparty becomes insolvent then the Client could incur a loss in regard to the underlying loan that is being held on the books and records of the counterparty itself. In these cases, the Client would become an unsecured creditor to the counterparty. Fixed Income Securities. Clients are permitted to invest in bonds or other fixed income securities including, without limitation, bonds, notes and debentures, debt securities and commercial paper. Fixed income securities pay fixed, variable or floating rates of interest. The value of fixed income securities in which Clients invest will change in response to fluctuations in interest rates. In addition, the value of certain fixed income securities can fluctuate in response to perceptions of creditworthiness, political stability or soundness of economic policies. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). Equity and Equity-Linked Securities. Clients are permitted to invest in equity and equity-linked securities. Such acquisitions may include, without limitation, warrants, publicly traded equity, privately placed equity that is subject to restrictions on transfer, debt that can be converted into

equity based on certain conditions, and preferred equity. The value of equity and equity-linked securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, a Client may suffer losses if the return on securities it owns diverges from the Adviser’s expectations or if markets generally move in a single direction and the Client has not properly hedged against such a general move. In addition, by holding privately placed securities, Clients are exposed to risks that issuers will not fulfill contractual obligations, such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Risk of Equity Investments in Private Companies; Non-Controlling Interests. The Clients’ investment portfolio is expected to consist primarily of securities issued by privately held companies. Generally, there will be no readily available market for trading such securities, which will limit the ability to monetize and value such investments. In addition, equity securities, even structured equity securities, are among the most junior in a company’s capital structure and are subject to the greatest risk of loss. In general, the Client will not seek collateral to protect an investment. Accordingly, the Clients’ investments will involve a high degree of business and financial risk that can result in substantial losses, including loss of principal. There can be no assurances that any targeted rate of return will be achieved. In addition, it is expected that the Client will often hold minority stakes in privately held companies. Such minority stakes that the Client may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Secondary Debt. Certain clients are permitted to invest in secondary debt. A Client is unlikely to be able to negotiate the terms of secondary debt as part of its acquisition and, as a result, these investments may not include some of the covenants and protections generally sought when a Client makes its primary investments. For example, certain debt investments (so-called “covenant lite” or “cov-lite” loans) often impose less stringent covenants on the borrowers of such debt investments than the covenants a Client expects to include for loans originated by the Client. Many “covenant lite” debt investments issued during that time period may not obligate such investments to observe and maintain financial maintenance covenants, such as covenants requiring issuers to comply with a maximum leverage ratio, a minimum interest or fixed charge coverage ratio or maximum capital expenditures. Even if such covenants and protections are included in the investments held by a Client, the terms of the investments may provide such investments substantial flexibility in determining compliance with such covenants. Investments comprised of such “cov-lite” loans may expose the Client to different risks, including with respect to liquidity, price volatility and ability to restructure loans, than is the case with other loans. In addition, the lack of such financial covenants may make it more difficult to trigger a default in respect of such loans. Convertible Securities. Certain Clients are permitted to invest in convertible securities, which are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities generally offer lower interest or dividend yields than nonconvertible debt securities of similar quality. The market values of convertible securities tend

to decline as interest rates increase and, conversely, to increase as interest rates decline. However, a convertible security’s market value tends to reflect the market price of the common stock of the issuing company when that stock price approaches or is greater than the convertible security’s “conversion price.” The conversion price is defined as the predetermined price at which the convertible security could be exchanged for the associated stock. As the market price of the underlying common stock declines, the price of the convertible security tends to be influenced more by the yield of the convertible security. Thus, it may not decline in price to the same extent as the underlying common stock. Generally, in the event of a liquidation of the issuing company, holders of convertible securities would be paid before the company’s common stockholders but after holders of any senior debt obligations of the company. Consequently, the issuer’s convertible securities generally entail less risk than its common stock but more risk than its debt obligations. In certain circumstances, a borrower may be able to require a Client to convert a security into common stock. There can be no assurance that any such conversion will be favorable to a Client at the time. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Client is called for redemption, the Client will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Client’s ability to achieve its investment objective. A Client may be permitted to invest in synthetic convertible securities, which are created through a combination of separate securities that possess the two principal characteristics of a traditional convertible security, i.e., an income-producing security (“Income-Producing Component”) and the right to acquire an equity security (“Convertible Component”). The Income-Producing Component is achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks and money market instruments. The Convertible Component is achieved by purchasing warrants or options to buy common stock at a certain exercise price, or options on a stock index. The values of synthetic convertible securities will respond differently to market fluctuations than a traditional convertible security because a synthetic convertible is composed of two or more separate securities or instruments, each with its own market value. Synthetic convertible securities are also subject to the risks associated with derivatives. In addition, if the value of the underlying common stock or the level of the index involved in the convertible element falls below the strike price of the warrant or option, the warrant or option may lose all value. Commercial Mortgage-Backed Securities. Depending on the investment mandate, a Client’s portfolio could include commercial mortgage-backed securities (“CMBS”), which are securities backed by obligations (including certificates of participation in obligations) that are principally secured by interests in real property having a multifamily or commercial use, such as regional malls, other retail space, office buildings, industrial or warehouse properties, hotels, nursing homes and senior living centers. CMBS have been issued in public and private transactions by a variety of public and private issuers using a variety of structures, including senior and subordinated classes. Commercial mortgage loans generally lack standardized terms, tend to have shorter maturities than residential mortgage loans, and could provide for the repayment of all or substantially all of the principal only at maturity. All of these factors increase the risk involved with commercial real estate lending. Commercial properties tend to be unique and are more difficult to value than single-family residential properties.

Prepayment Risk. The terms of loans in which a Client invests may be subject to early redemption features, refinancing options, prepayment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by the Client earlier than expected, either with or without a prepayment premium. This may happen when there is a decline in interest rates, when the borrower’s improved credit or operating or financial performance allows the refinancing of certain classes of debt with lower-cost debt. Assuming an improvement in the credit market conditions, early repayments of the obligations held by the Client could increase. The yield of a Client’s investment assets may be affected by the rate of prepayments differing from the Adviser’s expectations. In addition, there is no assurance that the Client will be able to reinvest proceeds received from prepayments in assets that satisfy its investment objectives, and any delay in reinvesting such proceeds may materially affect the performance of the Client. Conversely, if the prepayment does not occur within the Client’s term or if the investment does not otherwise become liquid, the term of the Client may be longer than expected or the Client may make distributions in kind. Furthermore, changes in prepayment rates could reduce the value of mortgage loans directly held by the Client or underlying a security held by the Client and volatility with respect to prepayment risks may impair the Client’s ability to maintain targeted amounts of leverage on its portfolio and result in reduced earnings or losses and reduce the availability of cash. Preferred Equity Investments. Clients may invest in preferred equity. Preferred equity investments typically are subordinate to debt financing and are not secured. Should the issuer default on a Client’s investment, the Client would only be able to proceed against the entity that issued the preferred equity in accordance with the terms of the preferred security, and not any property owned by the entity. Furthermore, in the event of bankruptcy or foreclosure, the Client would only be able to recoup its investment after any lenders are paid. As a result, the Client may not recover some or all of its investment, which could result in losses. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip or defer distributions. If a Client owns a preferred stock that is deferring its distribution, it may be required to report income for U.S. federal (and applicable state and local) income tax purposes despite the fact that it is not receiving current income on this position. Preferred stocks often are subject to legal provisions that allow for redemption in the event of certain tax or legal changes or at the issuer’s call. In the event of redemption, a Client may not be able to reinvest the proceeds at comparable rates of return. Dividend payments to preferred stockholders may be suspended and cancelled if the issuer experiences liquidity difficulties and the principal paid for preferred stock is generally subordinate to the debt obligations of the issuer. Some preferred stocks may be non-cumulative, which means that the issuer does not ever have to declare or pay dividends on the stock or make up any missed dividends. Consequently, investments in preferred stock carry significant risk of loss of principal and current income. Preferred stocks may trade less frequently and in a more limited volume and may be subject to more abrupt or erratic price movements than many other securities, such as common stocks, corporate debt securities and U.S. government securities. Investments in Undervalued Assets. A Client may invest in undervalued assets. The identification of investment opportunities in undervalued assets is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued assets offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses.

Returns generated from the Client’s investments may not adequately compensate for the business and financial risks assumed. A Client may also incur substantial losses related to assets purchased on the belief that they were undervalued by their sellers, if they were not in fact undervalued at the time of purchase. A Client may be required to hold such assets for a substantial period of time before realizing their anticipated value and there is no assurance that the value of the assets would not decline further during such time. Moreover, during this period, a portion of the Client’s assets would be committed to those assets purchased, thus preventing the Client from investing in other opportunities. In addition, a Client may finance such purchases with borrowed funds and thus will have to pay interest on such borrowed amounts during the holding period. Sponsor Risk. There are no restrictions on the credit quality of the properties and/or other collateral securing a Client’s loans. While the Adviser may seek to over-collateralize loans secured by properties that it deems to be of lesser quality, loans arranged by the Client may nonetheless have exposures to default in payment of interest and/or principal due to risks relating to such properties, and the market values of such properties also tend to be more sensitive to changes in economic conditions than better quality properties. As a result, the Client’s portfolio of investments could be highly concentrated with a limited number of sponsors or property managers, and the financial distress of, or other reputational risks associated with, any such sponsor or property manager could have a disproportionate and adverse impact on the Client. Real Estate. Real estate investments (both debt and equity) generally will be subject to risks related to the ownership and operation of commercial real estate and/or risks involved with making nonrecourse mortgage loans secured by real estate, including (i) risks associated with both the domestic and international general economic climate; (ii) local real estate conditions; (iii) risks due to dependence on cash flow; (iv) risks and operating problems arising out of the absence of certain construction materials; (v) changes in supply of, or demand for, competing properties in an area (as a result, for instance, of over-building); (vi) the financial condition of tenants, buyers and sellers of properties; (vii) changes in availability of debt financing; (viii) energy and supply shortages; (ix) changes in the tax, real estate, environmental and zoning laws and regulations; (x) various uninsured or uninsurable risks; (xi) natural disasters; and (xii) the ability of Clients or third-party borrowers to manage the real properties, and (xiii) other factors that are beyond the control of the Adviser. With respect to investments in the form of real property, the Client may incur the burdens of ownership of real property, which include paying of expenses and taxes, maintaining such property and any improvements thereon, and ultimately disposing of such property. With respect to investments in equity or debt real estate securities, a Client may in large part be dependent on the ability of third parties to successfully manage the underlying real estate assets. There can be no assurance that there will be a ready market for resale of investments because investments in real estate generally are not liquid. Hospitality Industry. Profitability on investments in real estate related to the hospitality industry may be affected by and can change based on a number of factors. Certain expenses associated with owning and operating hospitality assets are fixed and do not necessarily decrease when circumstances such as marketing factors and competition cause a reduction in income from the strategic investments. Cost reductions may be difficult to achieve if operating levels continue to decline. Regardless of these efforts to reduce costs, the strategic

investments’ expenses may be affected by inflationary increases, and in the case of certain costs, such as wages, benefits and insurance, may exceed the rate of inflation, and the strategic investments may be unable to offset these increased expenses with higher room rates. Any efforts to reduce operating costs or failure to make scheduled capital expenditures could adversely affect the growth of the strategic investments’ business and the value of the strategic investments. Further, the performance of the lodging industry has historically been closely linked to the performance of the general economy and, specifically, growth in U.S. gross domestic product (“GDP”). It is also sensitive to business and personal discretionary spending levels. Declines in corporate travel budgets and consumer demand due to adverse general economic conditions, such as declines in GDP, risks affecting or reducing travel patterns, lower consumer confidence or adverse political conditions can lower the revenues and profitability of hotel properties and, therefore, net operating profits. The most recent global economic downturn led to significant declines in demand for products and services provided by the lodging industry, lower occupancy levels and significantly reduced room rates. Residential Real Estate. Performance of residential investments is subject to many of the risks associated with owning and operating other types of real estate. In addition, competition in the residential real estate marketplace is strong. There are numerous housing alternatives that compete with residential properties in attracting residents. These include other multifamily condominium and rental apartments, and single-family homes that are available for purchase or rent in the relevant market. A large number of factors may adversely affect the value and successful operation and/or development of a residential property, including, as applicable: physical attributes of the property, such as its age, condition, design, appearance, and construction quality, including, for example, the use of inferior quality materials such as polybutylene piping, aluminum wiring and pulp wood siding; location and access to points of interest (e.g., public transportation, places of work, shopping, dining and entertainment facilities) and any changes in these factors over time (for example, changes in neighborhoods linked to road closures, the construction of new power lines and changes in zoning or drawing of districts); the ability to provide or obtain adequate maintenance and insurance; the types of services or amenities that the property provides; the property’s reputation, including as it may be affected by factors (e.g., poor customer service at the property management level, low social media impact or even criminal activity); the level of mortgage interest rates; changes in government support for multifamily housing (e.g., changes to the condition of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation), including the potential for a decrease in liquidity made available to the residential sector or adverse effects on loan availability, capital availability, interest rates and the value of residential assets; presence of competing properties; the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or personnel from a local military base; governmental programs that provide assistance or rent subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties and influence tenant mobility; adverse local or national economic conditions, which may limit the amount of rent that may be charged and may result in a reduction of timely rent payments or a reduction in occupancy levels; federal, state, and local regulations, which may affect the building owner’s ability to increase rent (such as rent control laws) to market rent for an equivalent property or evict delinquent tenants; and regulations requiring substantial capital investments (e.g., fire safety systems or increased accessibility mandates). If the demand for residential properties is reduced,

or if competitors develop and/or acquire competing properties on a more cost-effective basis, then the occupancy of the residential properties and the ability to market and sell residential properties, the rent received (including by virtue of the ability – or lack thereof – to avoid making rent concessions) and income generated from residential investments, and the underlying value of such investments may be adversely affected. Acquiring undeveloped land or underdeveloped real property requiring construction, new development or redevelopment for such investments assumes the ability to acquire or develop communities of residential properties and that an external property manager can operate such properties on a large-scale basis. Such assumptions are unproven and may prove to be incorrect which could negatively impact returns. Condominiums, Timeshares and Fractional Ownership Interests. The marketing and sale of condominiums and fractional ownership interests are subject to extensive regulation by the U.S. federal government and non-U.S. governments as well as the states in which the properties are located, and in the case of fractional ownership interests, in the states where the fractional ownership interests are marketed and sold. Changes in the legal requirements or a determination by a regulatory authority that the property is not in compliance with applicable laws could adversely affect returns. The development of condominiums or other timeshare units could also become less attractive due to decreases in demand for residential, fractional or interval ownership, increases in mortgage rates and/or decreases in mortgage availability or market absorption or oversupply, with the result that the units may sell for a profit or at the prices or selling pace initially anticipated. For example, if a purchaser of a fractional ownership interest in a property defaults on the mortgage during the early part of the loan amortization period, the property will not have recovered the marketing, selling (other than commissions in certain events), and general and administrative costs associated with such property, and such costs will be incurred again in connection with the resale of the property. Rental Operations. Rental operations are subject to additional risks that are generally unique to rental properties, including hospitality assets as well as residential assets after their sale to a third party, and are in addition to general real estate risks, including, among other things, decreasing rental rates, increased competition for tenants, increased lease default rates and increased tenant turnover. Rental income will also be subordinate to property management fees, irrespective of the performance of the properties. As a result of various factors, including competitive pricing pressure or adverse conditions in target markets, a general economic downturn and the desirability of the properties compared to other properties in target markets, the property owner may be unable to realize its desired asking rents across the properties in its portfolio, which will negatively affect the ability to generate cash flow. In addition, rental rates for expiring leases may be higher than starting rental rates for new leases. The properties will also compete for tenants with numerous other housing alternatives which are available for rent or purchase in the markets in which the properties are located. The ownership and/or management of such properties is diffuse and often highly localized, and some operators may have lower operating costs. This competitive environment could have a material adverse effect on the ability to lease the properties as well as on the rent amounts, and the volatility of property income is influenced by a number of factors. Risks of Acquiring Real Estate Mortgage Loans. Certain loans in which a Client is authorized to invest may be structured as “interest only” so that all or a substantial portion of the principal

will not be paid until maturity, which increases the risk of default at that time. Investing in real estate-related loans will subject the Client to many of the risks of investment in real estate generally, including, among others, the risks noted above. Further, as mortgage loans are not securities, they may be less liquid than interests in structured finance vehicles. Whether or not the Adviser or its affiliates have participated in the negotiation of the terms of any such mortgages, there can be no assurance as to the adequacy of the protection of the terms of the loan, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Risks of Acquiring Real Estate Loan Participations. A Client may be permitted to hold debt obligations and other non-controlling interests in real estate investments, including in the form of loan participations. Purchases of participations in real estate loans raise many of the same risks as direct investments in real estate loans and carry additional risks of illiquidity and lack of control. In addition, the relevant investment may be controlled or influenced by persons who have economic or business interests, investment or operational goals, tax strategies or other considerations that differ from or are inconsistent with those of the Client. In addition, loan participations involve credit exposure to the financial institutions acting as agent for the loan. If a Client acquires a loan participation, it will generally be unable to enforce its rights against the issuer or the collateral directly and will instead be dependent on the agent or originating institution of such loan with respect to enforcement of any rights. Such third parties may be in a position to take action contrary to the Client’s business, tax or other interests, and the Client may not be in a position to limit such contrary actions or otherwise protect the value of its investment. However, the Adviser will seek to obtain appropriate creditor and/or shareholder rights to help protect the Client’s interest. See “Loans and Participations” above for additional information. Risks of Acquiring Sub-Performing Loans. A Client’s investment strategy with respect to certain types of debt investments may be based, in part, upon the premise that certain real estate loans, real estate-related debt securities or other interests that are otherwise performing may be available for acquisition by the Client at “undervalued” prices. Purchasing such loans or interests at what may appear to be “undervalued” or “discounted” levels is no guarantee that such loans or interests will generate attractive risk-adjusted returns to the Client or will not be subject to further reductions in value, which could have an adverse effect on the performance of such loans or interests. No assurance can be given that such loans or interests can be acquired or repaid at favorable prices or that the market for such loans or interests will continue to improve since this depends, in part, upon events and factors outside the Adviser’s control. Actual or perceived trends in real estate or debt markets do not guarantee, predict or forecast future events, which may differ significantly from those implied by such trends. While a Client may intend that its debt and debt-related investments will be comprised primarily of “performing” real estate loans and other real estate-related debt securities or other interests, the Client is authorized to acquire real estate loans or participation interests that are “sub-performing” or “non-performing” at the time of their acquisition or later become “subperforming” or “nonperforming” for a wide variety of reasons. Such “sub-performing” or “nonperforming” real estate loans generally require a substantial amount of workout negotiations and/or restructuring, which typically would 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 the Client purchases partial interests in “sub-performing” or “non-performing” loans, the Client

is not likely to have control over the workout process and the management of the real estate assets. Even in such circumstances, replacement “takeout” financing may not be available upon maturity of such real estate loan. Social Media and Publicity Risk. The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding the Adviser, the Clients or one or more portfolio investments could have a material and adverse effect on the value of the Clients. Insurance. Clients will purchase and/or bear premiums, fees, costs, and expenses (including any expenses or fees of insurance brokers) to insure a Client, the Adviser, portfolio companies, and their respective directors, officers, employees, agents, independent client representative (if any) and representatives, members of a Client Advisory Committee, operating partners and other indemnified parties (and in certain circumstances, such person’s agents and representatives), against liability in connection with the activities of a Client. This includes a portion of any premiums, fees, costs, and expenses for one or more “umbrella”, group or other insurance policies maintained by the Adviser that cover one or more Client, and/or the Adviser including their respective directors, officers, employees, agents, independent client representative (if any), and representatives, members of a Client Advisory Committee, operating partners and other indemnified parties. The Adviser will make judgments about the allocation of premiums, fees, costs, and expenses for such “umbrella”, group or other insurance policies among one or more Client, and/or the Adviser, on a fair and reasonable basis, in their sole discretion, and expects to make corrective allocations should they determine subsequently that such corrections are necessary or advisable. Availability of Insurance. Certain losses of a catastrophic nature, such as wars, earthquakes, typhoons, hurricanes, terrorist attacks, floods or other similar events, could be either uninsurable or insurable at such high rates that to maintain such coverage would cause an adverse impact on a Client’s investments. In general, losses related to terrorism are becoming harder and more expensive to insure against. Some insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total costs of casualty insurance for a property, if decided to be obtained. As a result, all of the Clients’ investments could not be insured against terrorism or certain other risks. If a major uninsured loss occurs, the Client could lose both invested capital in and anticipated profits from the affected Clients’ investments. In general, the Adviser will have discretion as to the type and level of coverage to obtain, or whether to obtain insurance at all. Although the Clients’ Organizational Documents generally contain broad exculpation and indemnification provisions, the Adviser will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Client under the Investment Advisers Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Advisers Act”). The relevant liability standards under insurance coverage procured by the Adviser are expected to vary by carrier, and such standards are expected to vary from time to time depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance

coverages from time to time are expected to vary from relevant liability and/or indemnity standards in the Clients’ Organizational Documents. The Clients generally will be responsible for insurance premiums, as set forth in the Organizational Documents, regardless of whether the liability and/or indemnity standards in the Adviser’s insurance coverage are higher or lower than those set forth in the Organizational Documents. Additionally, while Co-Investors and/or co-investment vehicles have the potential to benefit from a general partner’s appointment of portfolio company directors, they typically will not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Client.

MSD Real Estate is primarily engaged in acquiring, owning and operating real estate equity investments and conducts its investment advisory activity through its wholly owned subsidiary, MSD Real Estate Management, which serves as investment manager to certain real estate Clients. MSD Real Estate Management is a wholly-owned subsidiary of BDT & MSD Holdings and is a relying adviser of the Adviser, relying upon the Adviser’s investment adviser registration with the SEC. MSD Admin Services, LLC MSD Admin Services, LLC (“MSD Admin”), a Delaware limited liability company, is a wholly-owned subsidiary of the Adviser that provides loan agent services with respect to certain loans held by Clients and may be compensated by the borrower for such services. Any fees paid or retained by MSD Admin for servicing are at “arms-length” rates or terms and not offset against advisory fees. See “Service Providers” below for additional information on rates charged by Service Providers. To the extent the Adviser recommends or selects the servicer, the Adviser has an incentive to recommend or select MSD Admin. MSD Admin generally will retain a third party to act as sub-servicer and perform day-to-day servicing responsibilities, including directing payments to and from the borrower. BDT Capital Partners, LLC Both the Adviser and BDT Capital are subsidiaries of BDT & MSD Holdings. BDT Capital, a Delaware limited liability company, was founded in 2009 and serves as investment manager to certain clients that primarily make investments in privately held or publicly-traded companies, which are likely to include minority investments and control stakes, opportunistic investments in public and private debt, equity, hybrid securities, options and warrants, growth-stage investments, as well as participating in “going private” transactions. BDT Capital is a registered investment adviser with the SEC. BDT & MSD BDC Management, LLC The Adviser is affiliated with BDC Management, which is a limited liability company that was formed to serve as the investment manager to certain Investment Company Act clients. BDC Management is a wholly-owned subsidiary of BDT & MSD Holdings and registered as an investment adviser with the SEC.

BDT & MSD Partners, LLC BDT & MSD Partners, LLC (“BDT & MSD Partners”) shares the same ultimate beneficial owners with the Adviser and is a broker-dealer registered with the SEC and a member of FINRA. BDT & MSD Partners’ primary business is to provide financial services to closelyheld public and private companies and their principals and affiliates worldwide. In the United States, BDT & MSD Partners generally will act as placement agent for the Clients. Certain BDT & MSD employees are registered representatives or registered principals of BDT & MSD Partners. BDT & MSD Partners International, LLP BDT & MSD Partners International, LLP (“BDT & MSD UK”) is an affiliated UK MIFIDPRU firm authorized and regulated by the UK Financial Conduct Authority. BDT & MSD UK shares the same ultimate beneficial owners as the Adviser. BDT & MSD Europe S.à r.l. BDT & MSD Europe S.à r.l. (“BDT & MSD Luxembourg”) is a Luxembourg private limited liability company. BDT & MSD Luxembourg shares the same ultimate beneficial owners as the Adviser. BDT & MSD Switzerland GmbH BDT & MSD Partners Switzerland GmbH (“BDT & MSD Switzerland”) is a Swiss limited company. BDT & MSD Switzerland shares the same ultimate beneficial owners as the Adviser. BDT & MSD Partners Europe GmbH BDT & MSD Partners Europe GmbH (“BDT & MSD Germany”) is a German limited company authorized by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) under firm reference number 155370. BDT Germany is regulated by both BaFin and the German Federal Bank (Deutsche Bundesbank, “Bundesbank”). BDT & MSD Germany shares the same ultimate beneficial owners as the Adviser. BDT & MSD Partners International, LLP – Dubai Branch BDT & MSD Partners International, LLP – Dubai Branch (“BDT & MSD UAE”) is a branch of BDT & MSD UK and is an authorized firm regulated by the Dubai Financial Services Authority (“DFSA”) with DFSA Firm Reference No. F008685. Investors Life Insurance Company of North America Investors Life Insurance Company of North America is a stock life insurance company domiciled in Texas that is under common control with the Adviser. The Adviser acts as the

principal investment adviser with respect to substantially all of the invested and investable assets of the general account or other accounts of ILINA (each, an “ILINA Account” and collectively, the “ILINA Accounts”). Each ILINA Account could, and likely will, invest in different assets and perform differently than other ILINA Accounts and other Clients, due to (i) timing of the ILINA Accounts initial deployment; (ii) yield requirements and other requirements of each ILINA Account; (iii) the investment guidelines applicable to the ILINA Accounts; and (iv) legal and other insurance regulatory requirements applicable to the ILINA Accounts. Due to the affiliation with ILINA, the Adviser could have an incentive to favor the ILINA Accounts, including with respect to the allocation of investment opportunities. To mitigate this conflict, the allocation of investment opportunities for the ILINA Accounts is subject to their individual investment guidelines and the Adviser’s Allocation Policy. See Item 11 “Allocation of Investment Opportunities Among Clients” for additional information on investment allocations. DFO Management, LLC DFO Management exclusively manages the capital of Dell Technologies, Inc.’s founder and Chief Executive Officer, Michael Dell, and his family. Previously known as MSD Capital, L.P., it was reestablished in 2023 under the name DFO Management, LLC. Michael Dell is a substantial investor in certain Clients managed by the Adviser, but neither controls nor is involved in the day-to-day management of the Adviser. BDT Capital maintains a services agreement with DFO, with each party to the agreement and certain of its personnel to provide services and support to the other. Such services and support are generally provided on a cost basis. Those BDT & MSD personnel who provide services to DFO, or to multiple Clients, will have a conflict in allocating their time and services. See “Management of the Clients” and “Multiple Clients” for additional information. BDT & MSD Co-CEO Co-Chief Executive Officer of the Adviser’s parent company, BDT & MSD Holdings, Gregg R. Lemkau (“BDT & MSD Co-CEO”), serves as a member of the Board of Directors of BlackRock, Inc. (“BlackRock”). BlackRock is a leading global provider of investment, advisory, and risk management solutions. From time to time, the Adviser has sourced, and expects to source in the future, investments from BlackRock and/or its affiliates. Any such investments will be made on an arm’s-length basis.

BDT & MSD personnel and their families and households are permitted to purchase investments for their own accounts, including the same investments as may be purchased or sold for a Client, subject to the terms of the Code of Ethics. Under the Code of Ethics, BDT & MSD personnel are required to file certain periodic reports with the Adviser’s Chief Compliance Officer (“CCO”) and to annually certify compliance with the Code of Ethics. BDT & MSD personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. BDT & MSD personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with the Adviser on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Clients or the expenses borne thereby. A copy of the Code of Ethics is available to any client or prospective client upon written request to: compliance@bdtmsd.com. Participation or Interest in Client Transactions The Adviser, its affiliates and BDT & MSD personnel reserve the right to give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for certain Clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Clients. Potential conflicts also could arise due to the fact that the Adviser, its affiliates and their personnel could have investments in some Clients, but not in others, or could have different levels of investments in the various Clients. The Adviser has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the

restrictions placed on personal trading in the Code of Ethics, as described above, and periodic monitoring of employee trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as Client trades. In addition, BDT & MSD personnel may have a direct or indirect pecuniary interest in a Client as a result of (i) direct investments in that Client or (ii) ownership interests in the Adviser’s affiliates that are entitled to receive Management Fees and/or an Incentive Allocation from a Client. A Client or its general partner, as applicable, may reduce all or a portion of Management Fees and/or an Incentive Allocation related to investments held by such persons. Due in part to the fact that potential or current investors in a Client (including purchasers of an investor’s interests in a secondary transaction) or a co-investment opportunity ask different questions and request different information, the Adviser will, in certain cases, provide certain information to one or more prospective or current investors that it does not provide to all of the prospective investors or current investors. In addition, the primary beneficiary of DFO Management, who is an investor in Clients and also an indirect minority owner of the Adviser has in the past and will in the future be given access to certain information not available to other Client investors, and such investor has and expects to participate as an observer in Adviser investment committee meetings. Similarly, DFO Management employees, who are subject to the Code of Ethics, have in part and will in the future be given access to certain information not available to other Client investors. Certain Conflicts of Interest The Adviser and its affiliates engage in a range of financial services activities, including investment activities for their own account. In the ordinary course of conducting its activities, the interests of a Client may conflict with the interests of the Adviser, other Clients or their respective affiliates. Certain material conflicts of interest encountered by a Client, as well as a description of how the Adviser addresses such conflicts of interest, are discussed below. Others are disclosed throughout this Brochure, including in Item 6 with respect to performance fees, and/or in each Client’s Organizational Documents. Resolution of Conflicts In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion subject to the Clients’ Organizational Documents. In resolving conflicts, the Adviser will consider various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: •

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

•

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

•

Consultation with a Client Advisory Committee, where applicable, which may be a Client Advisory Committee for multiple Clients and consist of representatives of investors not affiliated with the Adviser or a committee of members designated by the applicable general partner. These Client Advisory Committees meet as required to consult with the Adviser as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith discretion;

•

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

•

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

•

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

In addition, certain provisions of a Client’s Organizational Documents are designed to protect the interests of investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Client and its ability to achieve its investment objectives. While the Adviser endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that the Adviser will identify or resolve all conflicts in a manner that is favorable to the Clients and the Clients’ investors are not entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Warehousing Investments In certain circumstances, the Adviser will cause a Client to purchase from another entity, which may be an affiliated entity, a portfolio investment that was initially acquired (“warehoused”) by such entity prior to the first closing of the Client. Any such warehoused investments are expected to be acquired from the warehousing party for the cost to the warehousing party, as applicable, of such warehoused investment, including any fees and expenses related thereto (including any costs of borrowing or interest attributable thereto) as determined by the warehousing party, and taking into account the impact of any currency fluctuations as determined by the warehousing party, plus an interest charge thereon determined by such warehousing party. However, there is no guarantee that the value of the investment will not have fluctuated, including declining significantly, between the time of acquisition and the date the investment is transferred to the Client, but the Client will remain obligated to acquire such investment for the pre-agreed amount.

Allocation of Investment Opportunities Among Clients The Adviser manages investments on behalf of a number of Clients. Certain Clients (including predecessor and successor funds) have, or are expected to have, investment programs that are the same as, similar to or which otherwise overlap with the investment program of certain other Clients, Co-Investors, clients of its affiliated advisers, and other persons (including, for example, individuals and entities that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Clients in particular transactions and/or individuals or entities acting as “co-sponsors” with the Adviser with respect to a particular transaction) (collectively referred to as, “BDT & MSD Clients”). Therefore, such BDT & MSD Clients will participate alongside each other in investments or otherwise be invested in the same portfolio investments, issuer or borrower. In determining which BDT & MSD Clients should participate in such investment opportunities, the Adviser and its affiliates are subject to conflicts of interests among the BDT & MSD Clients. Except as required by the Organizational Documents, the Adviser is not obligated to recommend any investment to any particular Client. The Adviser and its affiliates must first determine which BDT & MSD Clients will, or are required to, participate in the relevant investment opportunity. The Adviser and its affiliates generally assess whether an investment opportunity is appropriate for a particular BDT & MSD Client based on the Organizational Documents, as well as other factors in the Adviser and its affiliates’ discretion and as described in the relevant Organizational Documents. The Adviser and its affiliates, in their discretion, will determine the allocation of investment opportunities among participating BDT & MSD Clients in a manner that they believe is fair and equitable to such BDT & MSD Clients under the circumstances over time, consistent with their obligations. Generally, such investment opportunities are allocated on a pro rata basis based on available capital, taking into account various factors, which may differ by strategy and by BDT & MSD Clients, and may include, but are not limited to, funding mechanics (e.g., capital commitments and/or one-time subscriptions), liquidity, use of leverage, currency denomination of commitments or subscriptions, and other such factors as determined by the Adviser. However, the Adviser, as well as its affiliates, allocates certain investment opportunities on a non-pro rata basis and in doing so considers a wide range of additional factors as further described in the relevant Organizational Documents. When investments are allocated on a nonpro rata basis, the Adviser will, as deemed appropriate, seek to document the rationale for such allocation. In allocating investment opportunities among the BDT & MSD Clients, the Adviser and its affiliates will not favor or disfavor, consistently or consciously, any Client or class of Clients in relation to any other BDT & MSD Client. However, investments and their characteristics have the potential to change and there can be no assurance that an investment may prove to have been more suitable for another BDT & MSD Client in hindsight. Although sales of investments held by multiple BDT & MSD Clients generally are expected to be sold on a pro rata basis, the Adviser and its affiliates, in their sole discretion, will, in certain cases, sell investments from various BDT & MSD Clients on a non-pro rata basis based on a wide variety of factors including those described above in respect of allocations of investment opportunities. It is possible that one BDT & MSD Client may be selling an investment, while another BDT & MSD Client is retaining or investing more capital in the same investment.

The Adviser or its affiliates reserves the right to offer an investment opportunity related to an investment previously made by a BDT & MSD Client at the exclusion of, or resulting in a limited offering to, other BDT & MSD Clients. Similarly, in certain circumstances, regulatory, legal or policy restrictions imposed on significant investors in the BDT & MSD Clients cause a Client to be prohibited from participating in an investment (or, in some circumstances required to make a certain investment, or not make, as the case may be) that the Adviser and/or its affiliates would otherwise seek to make on behalf of a given BDT & MSD Client, including (without limitation) participating in new issue offerings. These restrictions can also impact allocations. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among BDT & MSD Clients with differing fee, expense and compensation structures, the Adviser and its affiliates have an incentive to allocate investment opportunities to the BDT & MSD Clients from which the Adviser, its affiliates and/or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. Notwithstanding the foregoing, the Adviser and its affiliates will not allocate investment opportunities among the BDT & MSD Clients based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any BDT & MSD Client or (ii) the profitability of any BDT & MSD Client as it would impact the Adviser, its affiliates or its related persons. Due to the differences in the applicability of allocation factors to each BDT & MSD Client, there will be differences in the invested positions and securities held between BDT & MSD Clients within the same investment strategy. The Adviser and its affiliates are not obligated to purchase or sell an investment instrument or provide an investment opportunity to a BDT & MSD Client because the Adviser or an affiliate purchases or sells the same investment instrument for or provides an opportunity to another BDT & MSD Client if, in the reasonable opinion of the Adviser and/or its affiliate, the transaction does not appear to be suitable, practical or desirable for the BDT & MSD Client. In addition, subject to a BDT & MSD Client’s Organizational Documents, one BDT & MSD Client may hold, acquire or dispose of positions in an investment in which another BDT & MSD Client invests or has invested. Such investments and transactions raise potential conflicts of interest for the Adviser and its affiliates, particularly if BDT & MSD Clients invest in different classes or types of securities of the same investment. In that regard, actions taken by one BDT & MSD Client may be adverse to another BDT & MSD Client, including, but not limited to, during a restructuring, bankruptcy or other insolvency proceeding or similar matter. See “Conflicts Related to Purchases and Sales” below. The Adviser and its affiliates, as well as Adviser principals and other BDT & MSD personnel, invest indirectly in and are permitted to invest directly in BDT & MSD Clients and therefore participate indirectly in investments made by the BDT & MSD Clients in which they invest. Such interests will vary by client and may create an incentive to allocate particularly attractive investment opportunities to the BDT & MSD Client in which such persons hold a greater interest. The existence of these varying circumstances would present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a BDT & MSD Client. For example, additional conflicts could arise to the extent the Adviser and/or its affiliates, or BDT & MSD personnel, hold an outsized economic position in any of the participating BDT & MSD Clients. In such cases, the Adviser or its affiliates could be

incentivized to manage such arrangements in a manner that would enhance the returns of the BDT & MSD Clients in which the Adviser and/or its affiliates or BDT & MSD personnel hold a substantial portion of the equity, even to the detriment of other BDT & MSD Clients. See “Allocation of Co-Investment Opportunities” below. Certain Clients are subject to regulatory limitations on their ability to invest in the same issuer as other BDT & MSD Clients. The Adviser and its affiliates have received an order from the SEC that permits the Adviser’s business development company, MSD Investment Corp. (“MIC”), to co-invest in portfolio investments with certain other BDT & MSD Clients. On February 16, 2022, and as amended on August 31, 2022 and June 9, 2025, MIC received an exemptive order from the SEC (the “Co-Investment Order”) (Company Act Release Nos. 34509, 34694, and 35624, respectively) permitting the Adviser to engage in co-investment opportunities that involve the participation of both non-registered BDT & MSD Clients and MIC, subject to certain terms and conditions. As a result, to the extent specific investment opportunities are appropriate for a BDT & MSD Client and MIC, in addition to being subject to the Adviser’s allocation policy, the opportunity will also be subject to the conditions of the Co-Investment Order and other requirements, which could limit a BDT & MSD Client’s ability to participate in a co-investment transaction. Reliance on the Co-Investment Order is subject to certain terms and conditions, including, among others, internal notification of investment opportunities, independent determination by MIC’s portfolio managers as to the appropriateness of each applicable investment, enhanced record keeping and, where applicable, approval of a “required majority” (as defined in Section 5957(o) of the Investment Company Act) of the independent directors of MIC. There can be no assurance that the Co-Investment Order will facilitate the successful consummation of investment opportunities that are available to BDT & MSD Clients as a result of the Co-Investment Order. As a result of the Co-Investment Order, there may be a need to allocate investment opportunities across a larger amount of available capital. As a result, the allocations available to BDT & MSD Clients for investment opportunities that are subject to the Co-Investment Order could be adversely affected such that certain BDT & MSD Clients may not be able to participate in all investment opportunities pursued under the Co-Investment Order that are within their investment objectives. In addition, because the Co-Investment Order contains certain requirements relating to the allocation of investment opportunities among BDT & MSD Clients, including MIC, it is also possible that differentials in the size of the respective funds or their preferred order sizes could result in materially reduced allocations of certain investments of such vehicles. In certain circumstances, a BDT & MSD Client will not be able to participate at all in an investment if MIC is participating. Similarly, there could be certain circumstances in which MIC and other BDT & MSD Clients participate in the same transaction and due to subsequent events, certain of such vehicles cannot participate in add-on investments in the same issuer. Investment opportunities that are subject to the Co-Investment Order are also subject to additional policies and procedures as a result of the participation of MIC, which could delay deal execution and adversely impact the ability of BDT & MSD Clients to deploy capital. Allocation of Co-Investment Opportunities Each co-investment opportunity (should any exist) is likely to be different and the allocation of each such opportunity will be dependent upon facts and circumstances specific to that unique situation. The Adviser may be incentivized to offer a co-investment opportunity to certain persons over others based on its economic arrangement with such persons. The Adviser or its

affiliates will, in certain cases, establish dedicated co-investment vehicles for specific investors in order to facilitate investments by the relevant investors as co-investment parties alongside a BDT & MSD Client that often have more favorable rights and/or terms than the Clients and/or other Co-Investors. Any such vehicle will be established at the Adviser or its affiliates’ sole discretion, and the Adviser and its affiliates have no obligation to offer a similar opportunity to any other investor. See Item 6 for further information regarding the allocation of coinvestment opportunities and related expenses. The Adviser and its affiliates, executives, partners, principals, managing directors, officers or directors of, or investment professionals employed by, the Adviser or any of its affiliates (including previous officers, directors or employees of the Adviser), along with any of their permitted family members and trusts, partnerships or other vehicles, programs or entities formed for the benefit of or owned by any of the foregoing (collectively, the “Related Investors”), have invested, and are expected to continue to invest, alongside Clients in investment opportunities, up to applicable percentage limitations set forth in the Organizational Documents of the applicable Client. Certain of the Related Investors have direct and indirect investments in certain Clients through, for example, limited partner interests (or the equivalent), employee co-investment vehicles, direct investments, deferred compensation agreements, performance allocations, and carried interest. In addition, Related Investors have the right to acquire any co-investment interests offered to individuals serving as directors or officers of portfolio investments. The Adviser and its affiliates expect to determine, on a caseby-case basis, that other persons are permitted to invest alongside Related Investors (such persons, “eligible participants”), particularly if such persons were involved in the sourcing or execution of the applicable transaction, including consultants, members of the Advisory Board, employees of DFO Management, or other persons the Adviser determines to include for strategic or other reasons, including because of relationships with the Adviser, its Clients or portfolio investments. The Adviser reserves the right to allocate co-investment opportunities in its sole discretion and considers a range of factors, including (but not limited to) (i) the strategic value of a potential Co-Investor to the underlying investment opportunity, the applicable Client and future Clients; (ii) the transparency and predictability of the potential Co-Investor’s investment process; (iii) whether the potential Co-Investor has the financial, operational and other resources to evaluate and make the investment; (iv) historical co-investment experience with the potential CoInvestor; (v) tax and legal characteristics of a potential investment and Co-Investor and regulatory, securities laws or other legal considerations (e.g., qualified purchaser status); (vi) a willingness of a potential Co-Investor to pay management fees and/or carried interest and to bear its portion of expenses related to the co-investment opportunity; (vii) size of the investment allocation and practicality of dividing it up among multiple Co-Investors; (viii) lender requirements; (ix) perceived public relations and reputational benefits or costs; and (x) whether the Adviser believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant portfolio investment, other portfolio investments, the Clients or the Adviser. Such investment opportunities can arise when the opportunity exceeds the amount appropriately allocated to one or more Client under the applicable investment strategies, otherwise falls outside of a Client’s investment mandate, or exceeds a Client’s investment parameters (e.g., capacity for illiquid investments or diversification limits on geography, industry, asset-class or sector). In certain cases,

determinations to allocate such amounts or investment opportunities to Service Providers will be made prior to the determination of the availability of opportunity for other Co-Investors, and as such generally will decrease the amount of co-investment opportunities available. In certain cases, the Adviser provides contractual priority co-investment rights, or other similar incentives, such as co-investment without the payment of fees, to its investors. The Adviser is under no obligation to provide co-investment opportunities and reserves the right to offer an investment opportunity to one or more of the categories of Co-Investors without offering such opportunity to the other categories. In such circumstances, the size of the investment opportunity otherwise available to Clients may be less than it would otherwise have been. Certain Co-Investors investing with a Client may invest on different (and more favorable) terms than those applicable to the Client and may have interests or requirements that conflict with and adversely impact the Client (for example, with respect to their liquidity requirements, available capital, the timing of acquisitions and disposals, or control rights). In addition, a CoInvestor may be in a position to take a contrary action to a Client’s investment objective. Conflicts of interest arise in connection with the management of the BDT & MSD Clients and portfolio investments by those Related Investors and other eligible participants, which could adversely impact the BDT & MSD Clients. For instance, such persons will co-invest in certain portfolio investments and not others, and co-investments will be at differing amounts. In such cases, there will be an incentive to allocate more time, services or functions with respect to coinvestments from which those persons would derive a higher economic benefit, even if it would be in a BDT & MSD Client’s interest for those persons to prioritize other portfolio investments that would be more significant drivers of overall BDT & MSD Clients’ returns. In addition, there are conflicts of interest with respect to other transactions, governance and engagements with respect to the portfolio investments co-invested in by Related Investors and other eligible participants, including with respect to releveraging and recapitalization transactions involving portfolio investments, follow-on investments and engagements with Service Providers and consultants. The Adviser will generally seek to ensure that any Related Investor and other eligible participant Co-Investors as well as the BDT & MSD Clients participate in any co-investment and any related transactions on comparable economic terms to the extent reasonably practicable and subject to legal, tax and regulatory considerations, though such participation could not be practicable in all circumstances and will depend on terms negotiated by such Co-Investors. In addition, BDT & MSD personnel in certain cases can participate in co-investment opportunities without incurring fees. As such, a BDT & MSD Client could potentially participate in such investments on different and potentially less favorable economic terms than such parties. Related Investors and other eligible participant Co-Investors will generally be required to participate on a pro rata basis in follow-on investments, though exceptions may be permitted. Any co-investment by Related Investors and eligible participants has the potential to affect the Adviser’s decision to offer certain opportunities for investor co-investment, will reduce the amount that could have otherwise been invested by one or more other Co-Investors (including investors in a BDT & MSD Client) and will, in certain cases, constitute the entire co-investment with respect to a particular opportunity. To the extent permitted by applicable law and a Client’s Organizational Documents, the Adviser or its affiliated broker-dealer receives commissions or fees in connection with certain

sales of assets by a Client to Co-Investors or co-investment vehicles. Such amounts will offset or reduce Management Fees only to the extent required by the applicable Client’s Organizational Documents. Escrows, Holdbacks and Client Reserves In connection with the sale of (or certain other events at) a portfolio company, while the Adviser intends to timely distribute the amounts owed to investors and/or the relevant Client(s), the Adviser reserves the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the portfolio company and/or relevant Client(s). Such amounts generally are not subject to any pre-defined limits in the applicable Organizational Documents, transaction agreements or any of the Adviser’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Client(s) will be monitored by the Adviser’s personnel on an ongoing basis. The Adviser will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Client(s), and regarding the timing in which such distribution is made. Conflicts with Respect to Non-Discretionary Vehicles The Adviser provides and is expected to provide non-discretionary advisory services to certain Clients, that include separately managed accounts, funds of one, joint ventures and other arrangements, who retain independent investment discretion. In these circumstances, such Clients will retain the ability to opt-in or opt-out of any particular investment opportunity. As a result, the Adviser will not control the investment decisions and may not control all or certain of the actions of such opt-in Clients with respect to any particular investment opportunity. Such opt-in Clients will not generally have a duty to act in the interests of the Adviser, the Adviser’s other Clients or their respective investors. Conversely, such opt-in clients will generally have affirmative duties (including those imposed by applicable law or regulation) to act in the interests of others and to prioritize those interests over the interests of the Adviser, its other Clients or their respective investors. While such circumstances have the potential to create conflicts of interest, the Adviser is required to make decisions with respect to Client investments that are in the best interest of the Clients and in accordance with each applicable Client’s Organizational Documents and requirements applicable under the Advisers Act and other applicable law. In addition, as referenced above, the Adviser has adopted written allocation policies and procedures to help address conflicts of interest arising in the allocation of investment opportunities among Clients. For example, the allocation of certain investment opportunities that include such opt-in vehicles could involve non-pro rata allocations, which could adversely impact the allocations to Clients that are discretionary. See Item 11 “Allocation of Investment Opportunities Among Clients” for additional information on investment allocations. To the extent such non-discretionary Clients participate in an investment opportunity, the Adviser intends to seek to cause the non-discretionary Clients to bear their pro rata share of fees, costs and expenses related to the discovery, investigation, due diligence, development, acquisition or consummation, ownership, maintenance, monitoring, hedging and disposition of the investment opportunity. However, in instances where the non-discretionary Client has not yet committed to a proposed investment opportunity, any associated Dead Deal Costs will generally be considered Operating Expenses and be borne by the committed or investing

Clients to the extent the applicable Organizational Documents of such Clients permit such treatment or where disclosure of such treatment was made to its investors prior to their investment therein. This may result in a Client bearing more than its pro rata share of Dead Deal Costs. Cross Trades and Principal Transactions The Adviser directs, subject to applicable Client investment guidelines and restrictions, one Client to sell an investment to another Client through a “Cross Trade” for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the Clients, or to reduce transaction costs that may arise in an open market transaction. Cross Trades give rise to potential conflicts of interests between Clients and between Clients and the Adviser. For example, one Client could be advantaged to the detriment of another Client in the event that the investments being exchanged are not priced in a manner that reflects their fair value. In addition, the Adviser could use its investment authority to transfer unappealing investments from one Client to another Client. If the Adviser decides to engage in a Cross Trade, it will determine that the trade is in the best interests of each Client involved and take steps to ensure that the transaction is executed consistent with the applicable Organizational Documents, applicable cross trade procedures and with the duty to obtain best execution for each of those Clients. To the extent that Cross Trades are viewed as principal transactions due to the ownership interest in a Client, separately managed account, or ILINA Accounts by the Adviser or BDT & MSD personnel, or an affiliate of the Adviser, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act, including that any such transactions will be approved or disapproved by (i) a Client Advisory Committee comprised of representatives of such investors or (ii) a committee consisting of one or more persons selected by the Adviser (or its affiliate), and any valuation approved by such a committee will be determined by an independent third party that has appropriate experience in providing such valuations. As detailed above, the Adviser has an incentive to allocate investments on a priority basis to the ILINA Accounts as a result of its relationship with ILINA; however, the allocation of investments to the ILINA Accounts is subject to the Adviser’s Allocation Policy, which is intended to result in fair allocations of investments over time. See Item 11 “Allocation of Investment Opportunities Among Clients” for additional information on investment allocations. Multiple Clients Certain inherent conflicts of interest arise from the fact that the Adviser provides investment management services to more than one Client that could have overlapping or even conflicting investment objectives or strategies, and that the Adviser is affiliated through common ownership with other investment advisers, namely BDT Capital. These activities could adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more BDT & MSD Clients. For example, the Adviser and its affiliates could recommend investments to or purchase securities for the account of one BDT & MSD Client that could differ from investments recommended or bought for other BDT & MSD Clients, even though the investment objectives of the BDT & MSD Clients involved could be similar or even identical. Moreover, the BDT & MSD Clients (or BDT & MSD personnel) could make investments or engage in other activities that express inconsistent views

with respect to an entity in which they have invested, a particular security or relevant market conditions. For example, the Adviser may purchase a particular security for one Client and sell it short for another Client. Finally, the Adviser expects to make other business decisions on behalf of certain Clients relating to investments independently of the manner in which it approaches a similar or even the same investment of other Clients. By way of example, the Adviser may choose not to hedge certain risks it hedges on behalf of other Clients. Potential conflicts are expected to arise when and to the extent a BDT & MSD Client makes investments in conjunction with an investment being made by another BDT & MSD Client, or if it were to invest in the securities of a company in which another BDT & MSD Client has already made an investment. A BDT & MSD Client may not, for example, invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as other BDT & MSD Clients. This likely will result in differences in price, terms, leverage and associated costs. Further, there can be no assurance that the relevant BDT & MSD Client and the other BDT & MSD Client(s) or vehicle(s) with which it co-invests will exit such investment at the same time or on the same terms. The Adviser and its affiliates reserve the right to express inconsistent views of commonly held investments or of market conditions more generally, including in instances where different portfolio managers or personnel express different views regarding the same investment. There can be no assurance that the return on one BDT & MSD Client’s investments will be the same as the returns obtained by other BDT & MSD Clients participating in a given transaction. Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both BDT & MSD Clients. In that regard, actions taken for one or more BDT & MSD Clients may adversely affect other BDT & MSD Clients. In some instances, however, as noted earlier, the Adviser could (and often does) choose to coordinate its activities with respect to investments held by more than one Client. Such coordination could have the effect of either raising or lowering the returns with respect to an investment relative to what might have been achieved absent such coordination. The Adviser is not obligated to engage in such coordination and, in fact, may elect not to do so in any particular circumstance in its sole discretion. It is the Adviser’s policy to allocate investment opportunities among all Clients fairly, to the extent practical and in accordance with each Client’s applicable investment strategies, over a period of time. The Adviser will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any Client solely because the Adviser purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to any other Client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical, efficient or desirable for a particular Client or the investment opportunity is otherwise limited in nature. In addition, the Adviser may consider an investment opportunity for one Client and then subsequently determine to have another Client make the investment. In making any such reallocation determination, the Adviser will consider a variety of factors, including those set forth above under “Allocation of Investment Opportunities Among Clients.” Conflicts of interest arise in connection with such a reallocation, including those set forth above under “Allocation of Investment Opportunities Among Clients.” A conflict of interest exists because the investing Client will benefit from the initial evaluation, investigation and due diligence

undertaken by the Adviser on behalf of the original Client for which the investment was initially considered. In certain cases, such reallocation determination can be expected to occur after a significant period of time has passed and the Client to which the investment was originally allocated has incurred substantial out-of-pocket expenses in connection with evaluating, investigating and diligencing such investment. In the event that the investing Client does reimburse the original Client for out-of-pocket expenses incurred in connection with evaluating, investigating and diligencing such investment, the investing Client typically will not pay interest on any such amounts reimbursed to the original Client. Alternatively, if the investing Client does pay interest on such amounts to the initial Client, there can be no assurance any such interest will be paid over at the same time as such reimbursement or that the amount of such interest will be sufficient to compensate the original Client for the time since it deployed capital to pay such expenses. The Adviser experiences conflicts of interest in connection with causing one Client to incur expenses that may ultimately benefit another Client (or fund advised by its affiliate), and similarly experiences conflicts of interest in determining the need for, calculating the amount of, and effecting any such reimbursement, as such arrangements may involve the discharge of a liability that one Client (or fund of the Adviser’s affiliate) owes to another Client, and in all such cases these determinations, calculations, and terms are not arm’s length arrangements and there can be no assurance that the allocation of such expenses is in the best interest of the Clients. There can be no assurance that the amounts reimbursed to the original Client will be commensurate with the benefit received by the investing Client. In addition, potential conflicts of interest, including those identified above between the Adviser’s Clients, are expected to arise in connection with the Adviser’s affiliation with BDT Capital, with such conflicts arising among BDT & MSD Clients. As noted previously, the Adviser, together with BDT Capital, has established certain investment committees to make allocation decisions consistent with the principles identified herein where the investment interests of Clients and affiliates overlap, which will be subject to the oversight of the Adviser’s CCO or designee and in certain instances the Credit Allocation Committee. In addition, conflicts will arise where a Client has or makes an investment that a BDT Capital client makes or has made. There can be no assurance that any such conflict that arises as a result of the same or a similar investment (including potentially in different parts of the capital structure) will be resolved in a manner beneficial to Clients. Certain BDT & MSD employees provide services to certain of the Adviser’s investments that are not Clients. By way of example, BDT & MSD employees that are involved in providing portfolio management services to certain Clients have direct incentive compensation arrangements with other Clients or the Adviser’s investments that pay incentive or other compensation to their general partners or persons involved with or responsible for their respective investments. Such BDT & MSD employees are incentivized to: (i) dedicate additional time and resources to other Clients or such other of the Adviser’s investments with which such persons have a direct incentive compensation arrangement; and (ii) allocate attractive investment opportunities to such Clients or such other the Adviser investments instead of certain Clients, each of which could have a detrimental effect on the performance of such Clients. The Adviser addresses these conflicts of interest by providing in the Adviser’s Code that all BDT & MSD employees have a duty to act in the best interests of each Client, providing training with respect to conflicts of interest and how such conflicts are resolved under

the Code, and through the implementation of the investment allocation procedures described above. The Clients are permitted to make investments in issuers which use the proceeds to make payments to existing debt-holders. Other Clients may comprise some or all of such debtholders, which may result in conflicts of interest between such Clients. Investors should note that the Adviser does not expect to ask the Client Advisory Committees to review any such potential conflict of interest except in limited instances (e.g., the issuer is in default with respect to its obligations to such debt-holders). Where a Client invests in an investment in which another Client has an investment at the time the investment opportunity becomes available to the Client, the other Client invested in such investment may indirectly benefit from such transaction. The Adviser may determine not to take certain actions or exercise certain rights with respect to an investment of a Client in which another Client has made an investment, which may have adverse consequences for the Client. The Client may be precluded from making certain investments or taking certain actions by reason of an existing relationship of another Client in a potential portfolio investment. If a Client is contemplating making an investment in an entity in which another Client also has an investment, the Adviser may have conflicting loyalties between its duties to such Clients, particularly in situations in which a Client’s investment will be providing liquidity to the other Client and/or where the Adviser or its affiliates will be realizing its carried interest or other incentive compensation in respect of that investment by the other Client. Due to these conflicts in connection with such investments, there may be certain actions, remedies and obligations that the Adviser will not undertake on behalf of a Client. Decisions by the Adviser with respect to a Client’s investment in a portfolio entity, including the timing of acquisitions and sales, and by the Clients may be made independently, which may result in different rates of return and profit and loss on the investment and adverse consequences for a Client or the underlying investment. These affiliated situations present an inherent conflict of interest. Moreover, certain BDT & MSD personnel may, in connection with their management or more than one Client or otherwise, enter into (or have entered into) non-competition or similar agreements that could effectively preclude a Client from taking advantage of certain investment acquisition or disposition opportunities or otherwise adversely impact the Client. Further, conflicts of interest could arise if one or more Clients make a later stage investment in a portfolio company or vice versa. This may result in differences in price, investment terms and associated costs between Clients. Also, the subsequent investment could dilute a Client’s investment in the portfolio company and could otherwise adversely impact the value and liquidity of a Client’s investment in the portfolio company. Third Party Co-Investment; Reliance on Third-Party Joint Venture Partners and Managers Certain Clients are permitted to co-invest through partnerships, joint ventures or other entities with one or more third parties as a co-venturer or partner, including with the seller (or an affiliate thereof) of an investment, a person involved in the selling or acquisition of the investment, an investor in any Client or other third parties. Such investments involve risks, costs, and conflicts not present in investments where a third party is not involved, as discussed further in the relevant Organizational Documents.

For example, for strategic and other reasons, a Co-Investor or co-invest vehicle (including a co-investing fund) is permitted to purchase a portion of an investment from the Clients after the Clients have consummated their investment (also known as a post-closing sell-down or transfer), which generally will have been funded through the limited partners’ capital contributions and/or use of the Clients’ credit facility. Any such purchase from the Clients by a Co-Investor or co-invest vehicle generally occurs shortly after the Clients’ completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after a Client’s initial purchase. Where appropriate, and in the Adviser’s sole discretion, the Adviser reserves the right to charge interest on the purchase to the Co-Investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the Clients. Follow-on Investments Investments to finance follow-on acquisitions present potential conflicts of interest, which may include the determination of the equity component and other terms of the new financing as well as the allocation of an investment opportunity in the case of a follow-on acquisition by one BDT & MSD Client in a portfolio investment in which another BDT & MSD Client has previously invested. In addition, a BDT & MSD Client may participate in re-leveraging and recapitalization transactions involving portfolio investments in which another BDT & MSD Client has already invested or will invest. Conflicts of interest may arise, such as the determination of whether existing investors are being cashed out at a price that is not market value and whether new investors are paying market value for a company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Furthermore, a conflict of interest could also arise when a BDT & MSD Client that participates in a follow-on investment in a portfolio investment held by another BDT & MSD Client benefits from the initial evaluation, research, investigation, due diligence, and investment monitoring and activities undertaken by the Adviser on behalf of the original BDT & MSD Client and from operational or other information about such portfolio investment acquired from the original BDT & MSD Client’s ownership of interests in the portfolio investment. In such circumstances, such benefitting BDT & MSD Client or BDT & MSD Clients will not be required to reimburse the original BDT & MSD Client for expenses incurred in connection with researching such investment. An investment in which another BDT & MSD Client invests at a later stage may be made at a higher or lower valuation than the investment by such original BDT & MSD Client and an investment by one or more other BDT & MSD Clients in any such investment may dilute the original BDT & MSD Client’s interest in such portfolio investment. Additionally, the Adviser and/or an affiliate at times will make a follow-on or other investment in a portfolio investment because such investment protects the rights given to the investing Client (or another BDT & MSD Client) previously or for strategic reasons, even when such investment’s valuation has decreased since the original investment. These protections may benefit and/or accrue to other BDT & MSD Clients, at the expense of the current BDT & MSD Client(s) investing in such follow-on or other investment.

Business with and among Portfolio Companies and Investors and Prospective Investors Given the collaborative nature of the Adviser’s business and the portfolio companies in which the Clients have invested, there are often situations where the Adviser is in the position of recommending the products or services of a portfolio company to other portfolio companies of the Clients, the Adviser, or affiliates of the Adviser, which may result in the receipt of discounts by the Adviser, an affiliate, or a portfolio company. The Adviser will generally have a conflict of interest in making such recommendations, in that the Adviser has an incentive to maintain goodwill with the portfolio companies providing the products and services, while the products or services recommended may not necessarily be the best available to the other portfolio companies or provided at the lowest available cost. The benefits received by a portfolio company providing a service may be greater than those received by the Client(s), the Adviser or its affiliates and its portfolio companies receiving the service. The Adviser also has an incentive to recommend the products or services of certain investors or prospective investors in the Clients or their related businesses to the Clients or their portfolio companies for use or purchase, even though the products or services recommended may not necessarily be the best available to the Clients or the portfolio companies. In addition, the Adviser or its affiliates engage in business with investors and prospective investors including, without limitation, entering into lending arrangements with such investors and prospective investors, and the Adviser or its affiliates will receive fees or other payments in connection with such arrangements. Neither the Clients nor Client investors as a group will benefit from any transactions between the Adviser or its affiliates, on the one hand, and an investor or prospective investor, on the other hand. Portfolio companies controlled by a Client have in the past, and may, in the future, provide services to the Adviser, certain Client investors or prospective investors. This creates a conflict of interest, as the Adviser has an incentive to cause the portfolio company to favor itself, or those investors or prospective investors relative to other portfolio company clients or customers in terms of pricing or otherwise, which could adversely affect the portfolio company’s profitability to the Client. Additionally, the portfolio company could recommend to its clients or customers that they invest in a Client. The Adviser and/or its affiliates may engage in business opportunities arising from a Client’s investment in a portfolio company (for example, without limitation, entering into a joint venture with a portfolio company). This creates a conflict of interest, as such interests are a benefit arising from the Client’s investment and may vary from the applicable Client’s interest (e.g., whether to make a follow-on investment and, if so, how much should be allocated to the Client). In addition, the Adviser may cause a Client to transact with a portfolio company of the Client or another Client, including purchasing an asset from, or selling an asset to, a portfolio company. This creates a conflict of interest as the interests of the purchasing or selling Client differ from those of the counterparty portfolio company. In certain instances, a Client’s portfolio company competes with, is a customer of, or is a Service Provider to, another Client’s portfolio company. In providing advice to a portfolio company’s business, the Adviser may consider the interests of one portfolio company or Client

and is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies or Clients. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by the Adviser to a portfolio company may have adverse consequences to a separate portfolio company owned by another Client. The performance and operations of a Client’s portfolio company that is a competitor, customer or Service Provider portfolio company could conflict with, and adversely affect the performance and operations of another portfolio company, or could adversely affect prices, business opportunities or potential acquisition opportunities. For instance, a portfolio company may seek to expand its market share at the expense of another portfolio company, withdraw business from another portfolio company in favor of another company offering the same product or service at a lower price, increase its own prices, purchase assets from, or sell assets to, another portfolio company, commence litigation against another portfolio company, or prevent one portfolio company from commencing litigation against another portfolio company. A Client’s portfolio companies may be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other Clients managed by the Adviser or the Adviser’s affiliates that, although the Adviser determines to be consistent with the requirements of such Clients’ Organizational Documents, may not have otherwise been entered into but for the affiliation with the Adviser, and which may provide economic or other benefits to affiliates of the Adviser that do not reduce the Management Fee as described herein. While the Adviser may have a conflict of interest because its economic benefit may incentivize the Adviser to maintain such arrangements, the Adviser believes that such agreements benefit the portfolio companies due to increased access to quality products and services at beneficial pricing and the Adviser’s benefits from such arrangements are reduced because the Adviser only benefits at the same rate as the portfolio companies. However, it should not be assumed that a company related to, or otherwise affiliated with the Adviser will only take actions that are beneficial to, or not opposed to, the interests of a Client and its portfolio companies. These agreements, transactions and other arrangements will involve payment of fees and other amounts, none of which will result in any offset to the Management Fee. Such agreements, transactions and other arrangements will generally be entered into without the consent or direct involvement of the Clients and/or the Adviser or the consent of any Client Advisory Committee. The Adviser and its affiliates have in the past hired, and are permitted to hire in the future, parttime or full-time employees (including interns) who are relatives of, or are otherwise associated with an investor, portfolio company, former portfolio company, investment target, or Service Provider. Although the Adviser uses reasonable care to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee the Adviser can control all such conflicts of interest and there may be a continuing appearance of a conflict of interest (including, for instance, preferential hiring arrangements). Service Providers Services required by a Client (including some services historically provided by the Adviser or its affiliates to the Clients) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case be in the discretion of the Adviser or its affiliates. The Adviser and its affiliates have an incentive to outsource such services at the expense of the Clients to, among other things,

leverage the use of BDT & MSD personnel. Due to, among other things, limited internal resources, the Adviser may be incentivized to allocate tasks related to a Client to third-party service providers ((including suppliers, vendors, consultants, lenders, law firms (including fund or transactional counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles) (together, “Service Providers”)) (including in cases where BDT & MSD personnel may be able to accomplish such a task faster or with higher quality than a third-party Service Provider or vendor), such that the Client would bear the fees and costs thereof. Such services may include, without limitation, deal sourcing, information technology, marketing and marketing-reviews, license software, valuation, depository, data processing, client relations, administration, appraisal, custodial, human resources, compliance, director services, accounting, legal and tax support and other similar services. Outsourcing may not occur universally for all Clients and accordingly, certain costs may be incurred by a Client for a third-party Service Provider that is not incurred for comparable services by other Clients. The decision by the Adviser to initially perform a service for a Client in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party Service 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. In addition, certain internal service providers (such as internal accountants) may “shadow” or otherwise review the reports of other services provided by such third parties. The costs and expenses of any such third-party Service Providers will be borne by the relevant Clients. Additionally, BDT & MSD personnel, and/or their family members or relatives may have ownership, employment, or other interests in such Service Providers. These relationships that an Adviser may have with a Service Provider can influence the Adviser in determining whether to select or recommend such Service Provider to perform services for a Client or a portfolio investment. The Adviser may also have a conflict of interest with the Clients in recommending the retention or continuation of a Service Provider to the Clients or a portfolio 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 for other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. While the Adviser does not actively negotiate for, or have influence regarding, advantageous service rates or arrangements for comparable services, there will be situations in which the Adviser receives more favorable service rates or arrangements than the Clients or their portfolio investments. As part of the Adviser’s business, the Adviser, its affiliates and other BDT & MSD personnel have developed many relationships with third parties that have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, professional advisors (such as attorneys and accountants), Co-Investors, current and former directors, officers, employees and contractors of current and former portfolio companies, current and former Service Providers to current and former portfolio companies, former employees and contractors and members of the Adviser. Certain of these third parties: (i) introduce investment opportunities to the Adviser; (ii) arrange for, or facilitate the financing of, the purchase or

recapitalization of current and potential portfolio companies; (iii) introduce portfolio companies to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio companies or (v) provide investment banking, consulting, legal or advisory services to the Adviser, the Clients or portfolio 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 services to or have business, personal, financial or other relationships with the Adviser, its affiliates, or their respective portfolio investments. Such Service Providers (or their employees) may also be sources of investment opportunities, be Co-Investors or commercial counterparties or entities in which the Adviser and/or the Clients have an investment. As a result, payments made by a Client and/or such portfolio investments to such Service Providers may indirectly benefit the Adviser and/or such Client. Such third parties may invest in a Client and co-invest in one or more portfolio investments, provide other significant business or investment services to the Adviser, the Clients and/or portfolio investments, or compete with Clients for investment opportunities. These relationships create conflicts of interest as the Adviser will have incentives to select or recommend any such third party to perform services for a Client or a portfolio company, and the cost of any services provided by such third parties will generally be borne directly or indirectly by the Client or portfolio investments, as applicable. The Adviser, its affiliates and the Clients generally will engage common legal counsel and other advisers in a particular transaction, including a transaction in which there may be conflicts of interest. Law firms engaged to represent the Clients may also represent one or more portfolio investments or investors in a Client. In the event of a significant dispute or divergence of interest between Clients, the Adviser and/or its affiliates, the parties may engage separate counsel in the sole discretion of the Adviser and its affiliates, and in litigation and other circumstances separate representation may be required. Additionally, the Adviser, its personnel and the Clients and the portfolio investments of the Clients may engage other common Service Providers. In certain circumstances, the Service Provider may charge varying rates or engage in different arrangements for services provided to the Adviser, its personnel, the Clients, and/or the portfolio investments. The Adviser expects to cause Clients to bear the full cost and expense of engaging certain thirdparty Service Providers on behalf of a portfolio company. In the event a Client is not the sole shareholder of the portfolio company, other shareholders will benefit from the costs incurred by such Client and will not reimburse the Client for its pro rata portion of the cost of any such Service Provider. The Adviser or its affiliates and Service Providers, often charge varying amounts or may have different fee arrangements for different types of services provided. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required, and the time demands of the Service Provider. As a result, to the extent the services required by the Adviser, its affiliates or its personnel differ from those required by the Clients and/or its portfolio investments, the Adviser, its affiliates and its personnel will pay different rates and fees than those paid by the Clients and/or its portfolio investments. Notwithstanding the foregoing, the Adviser generally does not negotiate any arrangement with a Service Provider that provides for a lower rate or discount than those available to a Client or a portfolio investment for comparable services. In certain circumstances where the Adviser commits or has committed to seek “market” or “arms-length” (or similar formulations) rates or terms, the Adviser will retain discretion to

determine whether the rates are reflective of the range of rates in the applicable or related markets. The Adviser reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arms-length.” Consequently, the Adviser undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable, or relate specifically to the assets, services, geographies, or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, the Adviser reserves the right to rely on approximations or estimates of time for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Benchmarking data generally includes information relating only to hourly or project-based rates, and so generally does not include the value of any profits, participation or equity interests (including co-investment opportunities) in or relating to portfolio companies with respect to which the relevant services are provided; as such, references to “market” or “arms-length” (or similar formulations) rates or terms refer only to the contracted-for hourly or project-based rates. Whether or not the Adviser has a relationship or receives financial or other benefit from recommending a particular Service Provider, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. To the extent the Clients engage in a long-term or recurring contract with an Adviser affiliated Service Provider, the Adviser may not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time. The Adviser or its affiliates engage certain Service Providers on behalf of the Clients and personnel of such Service Provider may be seconded to the Adviser or its affiliates on a temporary basis, pursuant to various arrangements including at cost or at no cost, or a Service Provider may provide the services of certain employees at a discount or at no cost (“Personnel Discounts”). The Adviser may be a beneficiary of Personnel Discounts as well. Such personnel may provide services in respect of multiple matters, including in respect of matters related to the Adviser, its affiliates and/or portfolio investments and in any such circumstance the benefits or costs of any such personnel will be allocated in the Adviser’s discretion taking into consideration the usage of such personnel. In such circumstances, a conflict of interest exists because the Adviser or its affiliates have an incentive to select one Service Provider over another on the basis that the Adviser or its affiliates may receive a Personnel Discount. Additionally, former BDT & MSD 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 as a BDT & MSD employee, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by BDT Capital or an affiliate unless a Client’s Organizational Documents permit certain allocations of internal expenses to the Client. If a former BDT & MSD employee becomes an employee of, or is otherwise engaged by, a third party that also provides services to a Client, such former BDT & MSD 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 BDT & MSD employee working on the Client will be borne entirely by the Client and no such amounts will reduce the Management Fee paid or the carried interest distributed by such Client on the basis that such person used to be a former BDT & MSD employee.

The Advisor and its affiliates, from time to time, receive fees relating to real estate portfolio investments held by Clients for capital markets services (including with respect to placement of debt and other related advisory services), property management and other property-level services, including but not limited to development and construction services (“RE Affiliated Service Providers”). Such fees may be paid directly by the applicable Client or the real estate assets and therefore indirectly by Clients. Fees for such services generally are calculated consistent with market practice. For example, such fees will be structured as payments of a percentage of the aggregate amount of financing, in the case of capital markets transactions, or as a percentage of total revenue, in the case of property management services, or as a percentage of total eligible hard and soft costs of development or they may be based on the amount of time spent by real estate professionals employed by the Advisor or its affiliates, or it may be some combination of these fee structures, in the case of development and construction services. Such fees will not result in an offset to the Management Fee, unless otherwise set forth in the Organizational Documents of the applicable Client. While the Adviser believes that any such RE Affiliated Service Providers, when engaged, provide services at rates generally consistent with those available in the market for similar services or otherwise determined by the Adviser to be appropriate under the circumstances, there is an inherent conflict of interest that incentivizes the Adviser to engage the RE Affiliated Service Providers over third parties. The Adviser generally attempts to resolve conflicts in a fair and reasonable manner, but conflicts will not necessarily be resolved in favor of a Client's interests and investors may not be entitled to receive notice or disclosure of the occurrence of these conflicts. The fees for services provided by such RE Affiliated Service Providers may differ from those charged by other thirdparty Service Providers, and, in certain circumstances, may be higher due to a number of factors, including the specific characteristics of the individual real estate assets, nature of services required, expertise, speed and efficiency, among others, 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 some circumstances consultants are expected to request that the amount of fees payable in relation to their services instead be directed to a third party or donated to a charitable organization, and in these cases the relevant Client will bear such amount as a permissible expense to the same extent as if it were paid to the consultant itself. Related Services As described in Item 5 above, the Adviser and its broker-dealer affiliates perform advisory, transaction-related services and/or other services for, and receive fees from, actual or prospective portfolio companies, the Adviser, other affiliates, and other investment vehicles of the Clients (including co-investment vehicles). For example, BDT & MSD Partners, a registered broker-dealer and affiliate of the Adviser, receives fees for performing certain financial advisory and transaction execution services to portfolio companies or other investment vehicles of the Clients, including the structuring and execution of merger, acquisition and private placement assignments and general financial and strategic advisory services. BDT & MSD Partners also provides advice and certain services to portfolio companies or other investment vehicles of the Clients relating to structuring and the overall execution of an offering of securities and/or debt instruments and introduce potential investors to participate in a transaction, and in exchange for such services, receive compensation, which may be in the form of a payment directly from such portfolio company or investment vehicle

or an allocation of the fee pool that is payable to a bank syndicate. In certain instances, such fees are in addition to any Management Fees or carried interest paid by the Clients to the Adviser and not shared with the applicable Client and/or investors in such Client or are discounted for services provided that the Adviser or its affiliates receive investor commitments to one or more Client. However, in other instances, subject to the terms of the applicable Client’s Organizational Documents, such fees are subject to a Management Fee offset. In addition, certain entities other than Clients that participate in investments alongside the Clients (such as entities through which the Adviser and certain personnel and affiliates of the Adviser invest alongside the Clients) will have a right to share in such fees, and Management Fees will generally not be reduced in connection with the receipt of such entities’ share of such fees. This creates a conflict of interest between the Adviser and its affiliates and the Clients and their investors because the amounts of these fees may be substantial and the Clients and their investors generally do not have an interest in these fees. Certain Brokerage Transactions As described above in response to Item 10, the businesses of BDT & MSD UK, BDT & MSD UAE, BDT & MSD Germany, BDT & MSD Luxembourg, and BDT & MSD Switzerland, are substantially similar to that of BDT & MSD Partners except that such businesses are not in the United States. The potential conflicts described below for BDT & MSD Partners apply as well to such affiliated broker-dealers. In the course of providing financial services, BDT & MSD Partners engages in activities that could result in a conflict of interest between the financial services business and the Clients. The Adviser anticipates that some investment opportunities for the Clients will be sourced from clients of the financial services business. To the extent that a Client makes a portfolio investment in, or associated with, a client of BDT & MSD Partners, the interests of the Client and its investors could diverge from those of BDT & MSD Partners, giving rise to potential conflicts of interests. If BDT & MSD Partners is acting as a placement agent for a private offering of securities by one of its clients that is a third-party issuer of such securities, and a Client is a purchaser of those securities, any fee earned in connection with that sale by the Adviser would not be based on any securities purchased by Clients and rather would be based on the portion of such securities purchased by Co-Investors and/or third parties. The Clients may also face restrictions in the resale, hedging or other transfers of all or a portion of a portfolio investment due to the advisory business activities conducted by BDT & MSD Partners or information obtained in connection with such advisory business activities. Further, the Clients may be limited in accumulating further positions in certain portfolio investments due to the advisory business activities conducted by BDT & MSD Partners. In addition, portfolio investments controlled by a Client provide services to certain advisory clients of BDT & MSD Partners and its affiliates. The Adviser may have an incentive to cause the portfolio investment to favor those advisory clients relative to other customers in terms of pricing or otherwise, which could adversely affect the company’s profitability to the Client. Other Potential Conflicts The Adviser and certain BDT & MSD personnel have in the past and will likely in the future receive certain intangible and/or other benefits and/or perquisites arising or resulting from their

activities on behalf of a Client, including benefits and other discounts provided from Service Providers. For example, airline travel, rental cars 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 benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit the Adviser and/or such personnel even though the cost of the underlying service is being borne by the Clients, their investors and/or the portfolio companies. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Client, its investors and/or the portfolio companies. In addition, airline travel incurred as a Client expense for BDT & MSD personnel traveling for appropriate Client-related purposes may benefit such BDT & MSD personnel to the extent the trip also serves a personal purpose. The Adviser has in the past and will likely in the future, cause 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 a Client Advisory Committee 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 a Client Advisory Committee and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more 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. 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. Conflicts Related to Purchases and Sales Certain Clients invest in securities of a company in which other Clients hold different securities in the same company, including equity securities, or loans. In addition, because different legal rights are associated with debt and equity investments, a conflict of interest arises with respect to the advice given to, and the actions taken on behalf of, a debt-holding Client, versus an equity-holding Client. Conflicts may arise in these circumstances, particularly where the underlying company is facing financial distress. For example, conflicts of interest may arise in determining: (i) whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced; and (ii) what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring or other concessions that may be given in such a situation, and the Adviser may be incentivized to choose a course of action that benefits one Client to the detriment of another Client. If one Client has a controlling or significantly influential position in a portfolio company, it will have the ability to elect some or all of the board of directors of such a portfolio 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, and/or clients of the Adviser’s affiliates, that have invested in the same portfolio investment that do not have the same level of control or influence over the portfolio investment. The involvement of Clients, and/or clients of the Adviser’s affiliates, at both the equity and debt levels also could inhibit strategic information exchanges among fellow creditors, and Clients, and/or clients of the Adviser’s affiliates, may be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest. If additional capital is necessary as a result of financial or other difficulties of a portfolio investment, or to finance growth or other opportunities, the Clients may or may not provide such additional capital. In the event Clients determine to provide additional capital, each Client will supply such additional capital in such amounts as determined by the Adviser. In the event one Client is unable to provide its share of additional capital, the other Client may fund more than its share of such amount. As a result, one Client will gain greater exposure to such investment than may have been intended and the other Client will be diluted in such investment. To the extent a Client holds securities or instruments that are different (including with respect to their relative seniority or liquidation preferences) than those held by other Clients, the Adviser may be presented with decisions when the interests of Clients conflict. In that regard, actions may be taken for a Client that are adverse to other Clients, and vice-versa. The opposite circumstance may also occur, in which a Client is unable to supply its share of additional capital and is diluted. The returns of the Client may be negatively impacted as a result of the foregoing. A potential conflict arises in allocating an investment opportunity if the potential investment target could be acquired by either a Client or a portfolio investment of another Client. Investments by more than one Client of the Adviser or its affiliates in a portfolio investment also raise the risk of using assets of a Client of the Adviser or its affiliates to support positions taken by other clients of the Adviser or its affiliates. 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. Furthermore, certain Clients and co-investment vehicles may receive securities in kind as a result of an investment disposition. The Adviser may determine, for liquidity, strategy or other reasons, to dispose of the Client’s shares and the co-investment vehicle’s shares at different times which may result in each entity receiving a different value for the securities. These variations in timing may be detrimental to a Client. BDT & MSD personnel and related persons of the Adviser and its affiliates have made or may make capital investments in or alongside certain Clients, and therefore may have additional conflicting interests in connection with these investments. There can be no assurance that the return of a Client participating in a transaction would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. The applicable Client’s Organizational Documents 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. In certain circumstances, if more than one Client is participating in an investment, one Client may bear more than its pro rata share of expenses relating to such investment if the other Client or Clients do 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, the Adviser could take steps to reduce the potential conflicts of interest between the various Clients, including causing a Client to take certain actions that, in the absence of such conflict, it would not take (e.g., a Client may divest itself of an asset it otherwise may have retained, the Adviser may establish information barriers, certain matters may be referred to a Client Advisory Committee or a third party, or a Client may only invest in securities that seek to align interests with other investing Clients). Any such steps could have the effect of benefiting one Client or the Adviser at the expense of another Client. The Clients may enter into equity commitment arrangements whereby, subject to any applicable documentation, a Client agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase equity securities in a transaction. Furthermore, in certain instances the Clients will also enter into (a) limited guarantee arrangements whereby, subject to any applicable documentation, a Client agrees that if a transaction with respect to a potential portfolio company is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity and (b) full guarantee arrangements where a Client agrees to close a transaction even if the debt financing for such transaction is not available or has not been funded. While certain co-investment vehicles with investments contractually tied to the Client (including co-investment vehicles through which BDT & MSD personnel participate) are generally obligated to pay their proportionate share of the equity purchase price (whether pursuant to the applicable Clients’ Organizational Documents or otherwise), such co-investment vehicles are generally not direct parties to the equity commitment arrangements or guarantees and, in any event, are not obligated to pay their proportionate share of any reverse termination fees. Therefore, in the unlikely event that a coinvestment vehicle defaults on an arrangement with the Client to pay its proportionate share of the equity purchase price (if any) or such an arrangement does not exist, the Client could be held responsible for the entire equity purchase price or reverse termination fee, or obligations, as applicable. Certain Clients co-invest with third parties through partnerships, joint ventures or other similar entities or arrangements. These investments involve risks and conflicts that would not otherwise be present in investments where a third party is not involved. Such risks include, among other things, the possibility that the third party may have differing economic or business goals than those of the Client, or that the third party may be in a position to take actions that are inconsistent with the investment objectives of the Clients. There may also be instances where the Clients will be liable for the actions of such third-party Co-Investors. There can be no assurance that the return of a Client participating in a transaction with a third party would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such situation not existed. Diverse Membership Investors in Clients include taxable and tax-exempt entities and persons domiciled or organized in various jurisdictions and subject to different tax and regulatory regimes. When investors and

Clients co-invest alongside each other, they could have conflicting investment, tax and other interests, relating to, among other things, the nature of investments made by the Client, the structuring or the acquisition of investments and the nature and timing of disposition of investments. As a result, conflicts of interest could arise in connection with decisions made by the Adviser, including as to the nature and structure of investments, that could be more beneficial for one type of investor than for another type of investor. The results of a Client’s activities could affect individual investors differently, depending upon their individual financial and tax situations. In addition, Clients could make investments that could have a negative impact on related investments made by investors in separate transactions. Furthermore, under the new U.S. partnership audit regime, decisions made by the Adviser (or other partnership representative) in connection with tax audits (including whether or not to make an election under those rules) could be more beneficial to one type of investor than another type of investor. Also, if a Client were required to qualify as a venture capital operating company or a real estate operating company for purposes of the Employee Retirement Income Security Act of 1974, as amended, this could restrict, at any given time, the level of investment which the Client would be able to make in entities that do not qualify as operating companies and/or pursuant to which the Client was unable to attain management rights. In selecting, structuring and managing investments appropriate for Clients, the Adviser considers the investment and tax objectives of the Client or Clients as a whole, not the investment, tax or other objectives of any investor individually. However, there can be no assurance that a result will not be more advantageous to some Clients or investors than to others. Continuation Transactions The Adviser may determine that it is in the best interest of a Client to hold an investment (the “selling Client”) to transact with another Client (the “purchasing Client”) in order to provide the selling Client’s investors with an option to either: (1) receive cash proceeds from the selling Client’s sale or transfer of such portfolio company and/or (2) “roll” (i.e., retain) its interest in such portfolio company. These types of transactions are often referred to as “continuation transactions.” In connection with such continuation transactions, the Adviser may require the investors in the purchasing Client to make an additional investment in a Client or commit to invest in a future Client. In addition to those conflicts of interest described above under “Cross Trades and Principal Transactions,” conflicts of interest arise in these continuation transactions because (i) the Adviser and its affiliates are charging investors in the purchasing Client a Management Fee and carried interest (which economics are likely to be different than the selling Client) and the transactions have the potential to result in the receipt of additional Management Fees and carried interest by the Adviser and its affiliates; (ii) the Adviser and BDT & MSD personnel are expected to have the ability to make material investments in the purchasing Client, which may cause them to take actions that benefit the purchasing Client; (iii) the Adviser is actively involved in negotiating the terms of the sale on behalf of the selling Client, on the one hand, and the purchasing Client, on the other hand (including allocation of expenses incurred in the transaction); and/or (iv) of the requirement for an investor in the purchasing Client to make an investment in a Client or a commitment to invest in a future Client, which (a) incentivizes the Adviser to favor such investors because of the potential for the Adviser and its affiliates to earn additional Management Fees with respect to any such investment or commitment to invest, and (b) could affect the price such investors offer to purchase the asset from the selling Client. Additionally, conflicts of interest arise in continuation transactions as a result of the allocation of fees and expenses, because fees and

expenses will be incurred in connection with the transaction, and the Adviser might determine to allocate bankers’ fees and certain other fees and expenses solely to selling investors and not to the “rolling investors” or “new investors” in the purchasing Client or vice versa. To the extent not addressed in a Client’s Organizational Documents, the Adviser will address conflicts of interest that arise in connection with continuation transactions considering items, as relevant, as set forth above under “Cross Trades and Principal Transactions.” Directors of Portfolio Companies Additional conflicts of interest arise because certain BDT & MSD employees serve as directors of, or acquire observer rights with respect to, certain companies in which Clients invest. In the event such person: (i) obtains material non-public information in such capacity with respect to any such company; or (ii) is subject to trading restrictions pursuant to the internal policies of such company, the Adviser could be prohibited from engaging in transactions with respect to the securities or instruments of such company. Such a prohibition could have an adverse effect on Clients. In addition to any fiduciary duties that BDT & MSD employees owe to Clients, as directors of portfolio companies, these BDT & MSD employees could owe fiduciary duties to shareholders of the portfolio companies, which could be other Clients, and to persons other than Clients. In general, such director or similar positions are often important to Clients’ investment strategies and could have the effect of enhancing the Adviser’s ability to manage investments. However, such positions could have the effect of impairing the ability of the Adviser to sell the related securities when, and upon the terms, they could otherwise desire. In addition, because of the potential conflicting fiduciary duties that BDT & MSD employees owe to a portfolio investment, on one hand, and that the Adviser owes to the Clients, on the other hand, such positions could place BDT & MSD employees in a position where they must make a decision that is either not in the best interests of Clients or not in the best interests of the shareholders of the portfolio investment. Should a BDT & MSD employee make a decision that is not in the best interests of the shareholders of a portfolio investment, such decision could subject the Adviser and certain Clients to claims that they would not otherwise be subject to as an investor, including claims of breach of the duty of loyalty, securities claims and other director-related claims. In general, Clients will indemnify the Adviser and BDT & MSD employees from such claims. In addition, BDT & MSD employees could make decisions for a portfolio investment that negatively impact returns received by a Client investing in the portfolio investment or in other investments or, conversely, the Adviser could make a decision that negatively impacts a portfolio investment and the returns for other Clients that could be invested in the portfolio investment. In addition, because of conflicting fiduciary duties, the Adviser could be restricted in choosing investments for Clients, which could negatively impact returns received by the Client. Insurance Coverage The Adviser’s Clients are covered under the Adviser’s professional liability insurance policy and do not separately maintain professional liability insurance. To the extent a claim arises relating to any of the insureds during a policy period that erodes some or all limits under the Adviser’s policy, there will be less coverage, or potentially no coverage, available for all

insureds under the policy for the remainder of the policy period. Clients will also purchase and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) to insure a Client, the Adviser, portfolio companies, and their respective directors, officers, employees, agents, independent client representative (if any) and representatives, members of a Client Advisory Committee and other indemnified parties (and in certain circumstances, such person’s agents and representatives), against liability in connection with the activities of a Client. This includes a portion of any premiums, fees, costs and expenses for one or more “umbrella,” group or other insurance policies maintained by the Adviser that cover one or more Client, and/or the Adviser including their respective directors, officers, employees, agents, independent client representative (if any), and representatives, members of a Client Advisory Committee, and other indemnified parties. The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella,” group or other insurance policies among one or more Client, and/or the Adviser, on a fair and reasonable basis, in its sole discretion, and expects to make corrective allocations should it determine subsequently that such corrections are necessary or advisable. Participations; Assignments Certain Clients could offer other Clients participations in and/or assignments or sales of loans and securities that the Client has originated or purchased. In the event of such an offer to other Clients, in certain circumstances (such as in a “season and sell” structure) the price of the participation, assignment or sale will not be set by the Adviser but rather will be established based on third-party valuations. In determining the target amount to allocate to a particular investment opportunity, the Client will take into consideration the fact that it anticipates selling, assigning or offering participations in such investment to third parties and to other Clients as described above. If the Client is not successful in offering such participations, assignments or sales, the Client will be forced to hold the portion that it intended to transfer or syndicate, until such time as it can be disposed of. This could result in the Client being “overweighted” with respect to a particular borrower, issuer or company. Shared Personnel BDT & MSD personnel will devote such time to the relevant Clients as it determines to be necessary to conduct its business affairs in an appropriate manner. However, BDT & MSD personnel, including members of the Investment Committee, will work on other projects, serve on boards of portfolio companies and on other committees and source potential investments for and otherwise assist in the investment programs of clients of the Adviser’s affiliates and their portfolio investments. Certain members of the Clients’ investment teams are also members of other Clients’ or other affiliated clients investment teams and will continue to serve in those roles (which in some cases is their primary responsibility) and as a result, not all of their business time will be devoted to a particular Client. Time spent on these other initiatives diverts attention from the activities of the Clients, which could negatively impact the Clients and their investors. Certain non-investment professionals are not dedicated solely to a particular Client and are permitted to perform work for other Clients or the clients of affiliated advisers which is expected to detract from the time such persons devote to a particular Client. Furthermore, BDT & MSD personnel derive financial benefit from these other activities, including fees and performance-based compensation. Personnel of the Adviser’s affiliates share in the fees and performance-based compensation from the Clients; similarly, BDT &

MSD personnel share in the fees and performance-based compensation generated by clients of the Adviser’s affiliated advisers. These and other factors create conflicts of interest in the allocation of time by BDT & MSD personnel. Shared Resources In certain circumstances, a portfolio investment could be in the business of providing goods or services that are, or could be utilized by another portfolio investment, portfolio investment or property, including a portfolio investment owned by a different Client or affiliate of the Adviser. The provision of such services by certain existing and potential portfolio investments could incentivize the Adviser to facilitate arrangements with portfolio investments of other Clients in order to create business opportunities for the portfolio investment providing such services. As a result of this conflict, services provided by a portfolio investment to another portfolio investment could be on terms less favorable than they would be if they resulted from a negotiation of a third party. Secondary Transactions To the extent the Adviser has discretion over a secondary transfer of interests in a Client pursuant to such Client’s Organizational Documents, the Adviser will consider such factors as it deems relevant in exercising such discretion. Subject to any restrictions in the Organizational Documents of the applicable Client, the Adviser or its related persons may be asked to identify a limited number of persons to potentially acquire the interest being transferred. The Adviser, its related persons or its affiliates also are permitted, but not obligated, to purchase Client interests from limited partners that desire to transfer their interests. The Adviser is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Clients and their investments, not all of which is expected to be known by the transferring limited partner, and the Adviser generally will not obtain a fairness opinion or third-party valuation of such interests. The Adviser similarly expects to use its discretion to select limited partners from whom it will acquire Client interests based on eligibility and other factors similar to those employed in selecting Co-Investors, and will determine in its sole discretion whether it will offer to purchase Client interests from one or more limited partners. Although the relevant transferor and transferee may bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Client. Conflicts Relating to the General Partner and the Adviser The Adviser, BDT & MSD personnel, other related persons of the Adviser and its affiliates have made and may make capital investments in or alongside certain Clients. These investments may be at different times or in non-pro rata amounts, or in different classes or levels of the capital structure. Such persons therefore have additional conflicting interests in connection with these investments. The Adviser generally may, in its discretion, (i) contract with any related person of the Adviser (including a portfolio investment of a Client) to perform services for the Adviser in connection with its provision of services to the Clients, and/or (ii) recommend to a Client or a portfolio investment thereof that it contract for services with the Adviser or a related person of the Adviser (including a portfolio investment of a Client) or an entity with which the Adviser or

its affiliates or a member of their personnel has a relationship or from which the Adviser or its affiliates or their personnel otherwise derives financial or other benefit. The Adviser may have an incentive to contract with or recommend the related person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. In addition, certain Clients may also buy securities in other investment vehicles (including private equity funds, venture capital funds, hedge funds, real estate funds and other similar investment vehicles), which could be competitors of the Client. The Adviser, BDT & MSD personnel (including, for the avoidance of doubt, through proprietary investment vehicles owned by the Adviser and/or its affiliates) and its affiliates may buy or sell securities or other instruments that the Adviser has recommended to Clients. Additionally, the Adviser, BDT & MSD personnel (including, for the avoidance of doubt, through proprietary investment vehicles owned by the Adviser and/or its affiliates) and its affiliates may buy securities in transactions offered to and/or evaluated by, but rejected by, Clients. In such circumstances, the Adviser uses its judgment in determining how to categorize and allocate expenses incurred in connection with such a Client’s rejected investment. In certain instances, a conflict may arise because it may be difficult to determine the value of any benefit received by the Adviser, BDT & MSD personnel (in particular, where the investment is made after a period of time has elapsed or after the evaluating Client has been dissolved). In such instances, the Adviser, BDT & MSD personnel and its affiliates may not reimburse the Clients for any expenses or costs incurred in connection with the investigation of the investment opportunity. The transactions described above are subject to the policies and procedures set forth in the Adviser’s Code and investors will not benefit from any such investments. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Clients. In the event BDT & MSD personnel make an investment with the intent to source future investments for the Clients, there is a greater likelihood that the Clients will make investments in the same portfolio investments in which BDT & MSD personnel hold an interest as described above. If the Adviser or BDT & MSD personnel have made large capital investments in or alongside the Clients, they will have conflicting interests with respect to these investments. In addition, Clients invest in securities of companies in which the Adviser or BDT & MSD personnel have previously invested for their own accounts. Furthermore, the Adviser or BDT & MSD personnel invest for their own accounts in securities of companies in which the Clients have previously invested, and while the significant interests of such persons generally align their interest with the Clients, such persons may have differing interests from the Client with respect to such investments (for example, with respect to the availability and timing of liquidity). The Adviser, its affiliates and/or BDT & MSD personnel invest in funds or other entities managed by investors in a Client, which could incentivize such BDT & MSD personnel to afford the limited partner preferential or favored treatment, such as, for example, increased access to co-investment opportunities, and could create conflicts of interest to the extent such other funds compete with a Client for investment opportunities or invest in competing portfolio investments. By reason of their responsibilities in connection with other activities of the Adviser, certain BDT & MSD 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 they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Fee Structure Because the Management Fee is payable through liquidation of a Client and there is a fixed investment period after which capital from investors in the Clients will only be drawn down in limited circumstances and because Management Fees are, at certain times during the life of the Clients, based upon capital called or invested by the Clients, this fee structure creates an incentive to defer the realization of investments and/or call or deploy capital when the Adviser would not otherwise have done so. In addition, the valuation of partially realized or unrealized investments may be zero or close to zero. The Management Fee, at certain times during the life of the Clients, payable to the Adviser is based on capital invested and/or committed by investors, and in such instances the Management Fee will be higher than if it was payable based on the fair value of investments. As discussed above in Item 5, Management Fees are charged based on the gross asset value, net asset value or invested capital with respect to each investor’s shares or interests. Where the Management Fee is based on net asset value as provided in certain relevant Clients’ Organizational Documents and/or as determined by the Adviser or the relevant general partner, a conflict of interests exists because there is an incentive to refrain from or delay writing down investments to ensure the Management Fee base does not decrease, which would result in higher Management Fees ultimately paid to the Adviser. In general, the Adviser and/or the relevant general partner evaluates several criteria in determining whether to write down an investment, including, without limitation, considerations under U.S. generally accepted accounting principles (“GAAP”), any near-term liquidity challenges for a portfolio company, potential buyers and general market conditions. The Adviser and/or the relevant general partner reserves the right to change these criteria in its sole discretion. The Adviser and/or the relevant general partner has flexibility in determining the applicability and weight of valuation considerations and has ultimate discretion in determining whether an investment should be written down. As a result, the Adviser and/or the relevant general partner is permitted to determine that even extremely distressed investments should not be written down. There can be no assurance that an investment, in hindsight, should have been written down or should have been written down at an earlier date. Additionally, as discussed above in Item 6, the general partners of many Clients are entitled to carried interest under the terms of the Organizational Documents of such Clients. Such general partners are affiliates of the Adviser. The existence of the general partners’ carried interest may create an incentive for the general partners to cause such Clients to make more speculative investments than they would otherwise make in the absence of performance-based compensation. Under certain circumstances, transaction fees and other fees and expenses allocated to a portfolio company, including, without limitation, such fees payable to the Adviser or its affiliates, at the time of investment may be capitalized into the amount of invested capital. Accordingly, this would increase the amount of Management Fees paid to the Adviser. Such amounts are in addition to the transaction fees paid to the Adviser and/or its affiliates.

The Organizational Documents of certain Clients permit the general partner of each such Client to cause such Client to distribute such general partner’s share of securities resulting from an investment disposition by such Client to such general partner or its affiliates (including managing directors and other employees) in kind, while disposing of limited partners’ share of such securities and distributing the net cash proceeds of such sale of securities to the limited partners. This ability creates conflicts of interest between the general partners and the investors in the applicable Client. In addition, in the event the general partner causes a Client to distribute shares in-kind to both investors and general partners, a conflict of interest exists because the general partner may have more information with respect to the investment than the investors and the general partner will generally act in its capacity as owner with respect to its share of securities and is under no obligation to share any such information with investors. Furthermore, the general partner, or its affiliates, may receive distributions in kind from an investment disposition. In the event the general partner, or its affiliates, receive such a distribution, the general partner will generally act in its capacity as owner with respect to its share of securities and may determine to sell the distributed securities (which may include selling its securities prior to the time at which the investor sells its distributed securities), or hold on to the distributed securities for such time as the general partner shall determine, which creates a conflict of interest between the general partner or affiliate, as an adviser to the Client, and the Client. 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. Conflicts of Interest Involving the Client Advisory Committee A conflict of interest may exist when certain limited partners become members of the Client Advisory Committee. Under the Organizational Documents, a Client Advisory Committee 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 which could be disadvantageous to investors, including those investors who do not designate a member to a Client Advisory Committee. Pursuant to the terms of the Organizational Documents, all limited partners are bound by the determinations of a Client Advisory Committee, regardless of whether an individual limited partner is represented by a member of such Client Advisory Committee. A Client Advisory Committee is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. In addition, certain Client Advisory Committee 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 Client Advisory Committee members to be more aligned with the Adviser and the relevant general partner and favor proposals brought to the Client Advisory Committee; in other circumstances, these factors will make Client Advisory Committee members more likely to oppose these proposals. Client Advisory Committee 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 limited partners as a whole. In many cases,

limited partners (including limited partners making commitments in excess of certain amounts) are expected to request a role on the Client Advisory Committee, and the Adviser expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A general partner is authorized to appoint limited partners to the Client Advisory Committee in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Client or future Client, their perception of a limited partner’s effectiveness on a Client Advisory Committee, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Client and the general partner and other factors. The Adviser is permitted to seek the consent of the relevant Client Advisory Committee(s) to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by a Client Advisory Committee member, or decision made by a Client Advisory Committee as a whole, will fully represent their individual interests. There is no assurance that the views of the Client Advisory Committee will be representative of the views of the investors as a whole. In addition, even if the Client Advisory Committee were to act in a manner that it believes to be the best interests of the investors as a whole or in the best interests of a majority in interest of the investors, there is no assurance that such action will be in the best interests of any particular investor under the circumstances. Certain members of a Client Advisory Committee are, or in the future may be, officers or directors of, or otherwise affiliated with, investors in another Client or portfolio investments, including as a Co-Investor in an investment. The general partner of a Client or the Adviser may utilize the services of investors and their affiliates on an arm’s length basis with commercially reasonable terms, as it deems appropriate. Side Letter Agreements To the extent permitted under applicable law, the Adviser (or applicable general partner) enters into certain side letter arrangements with certain investors in a Client providing such investors with different or preferential rights or terms, including but not limited to information and reporting rights, excuse or exclusion rights, waiver of certain confidentiality obligations, certain rights or terms necessary in light of particular legal, regulatory or policy requirements of a particular investor, additional obligations and restrictions with respect to structuring particular investments in light of the legal and regulatory considerations applicable to a particular investor, modification of representations, indemnification and/or liability and other obligations, reduced fees, veto rights and liquidity or transfer rights. Any rights or terms so established in such agreement with an investor will govern solely with respect to such investor (but not any of such investor’s assignees or transferees unless so specified in such side letter or otherwise agreed to by the relevant general partner) and will not require the approval of any other investor notwithstanding any other provision of the relevant Organizational Documents. The other investors generally will not have the right to receive notice of, review, or elect to receive the rights or benefits contained in any such agreement with another investor. The relevant general partner is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners (e.g., based on commitment amount to the Client or the timing thereof, the ability of a limited partner to provide sourcing or other services to the relevant general partner, its affiliates and personnel or the other accounts, or the potential

to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to the general partner, its affiliates and personnel, or the other accounts). Further, certain side letters may also relate to strategic relationships under which a limited partner agrees to make capital commitments to multiple accounts. Except as otherwise agreed with an investor or as set forth in the applicable Client’s Organizational Documents, and in each case to the extent permitted under applicable law, the Adviser (or applicable general partner) is not required to disclose the terms of side letter arrangements with other investors in the same Client. Also, investors will have no recourse against a Client, the applicable Client’s general partner, the Adviser or their respective affiliates in the event that certain investors receive additional or different rights or terms pursuant to such side letters, some of which rights may impact the rights and/or increase the obligations of other investors. In addition, side letter arrangements with certain investors of the Clients impose additional restrictions on investing in certain types of assets, geographies or industries in order to meet certain legal, tax, regulatory, internal policy or other requirements of such investors. While these restrictions are intended to apply solely to such investors, they may ultimately restrict the investments made by an applicable Client. Side letters subject the general partner to potential conflicts of interest. To the extent a limited partner is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other limited partners may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other side letter rights are likely to confer benefits on the relevant limited partner at the expense of the Client or of limited partners 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 Client.

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

(ii)

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

The Adviser is not required to weigh any of these factors equally. The commission rates (or dealer markups and markdowns) charged to the Clients by counterparties in the foregoing circumstances may be higher than those charged by other counterparties who may not offer such services. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Adviser nor the Clients separately compensate any broker or dealer for any of the other services that they provide to the Adviser or the Clients, although it may choose to do so in any given circumstance for relationship or regulatory reasons, among other things. In addition, in the ordinary course of business, the Adviser may and will utilize broker-dealers, or enter into joint ventures or other counterparty relationships with entities, that employ friends or family members of the Adviser, including individuals who have personal relationships with those who make investment or execution decisions on behalf of the Adviser’s Clients and may benefit, directly or indirectly, from such brokerage business or other business relationships. Soft Dollar Arrangements The Adviser no longer enters into formal soft dollar arrangements with broker-dealers. However, in the ordinary course of business the Adviser could receive unsolicited research reports and brokerage services from full-service broker-dealers as a part of their full range of

services. Such unsolicited materials could benefit Clients and therefore could be construed as soft dollar benefits. Section 28(e) of the Securities and Exchange Act of 1934 (the “Exchange Act”) provides a “safe harbor” to investment managers who use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to investment managers in the performance of their investment decision-making responsibilities. Although the Adviser has the discretion to use soft dollars to obtain services and products that would not be within the safe harbor afforded by Section 28(e) of the Exchange Act and for which it would otherwise be required to pay in cash, it has no plans to do so, and to the extent the Adviser uses soft dollars on behalf of the Clients, it intends to seek to do so within the safe harbor. Consistent with Section 28(e) of the Exchange Act, research products or services obtained by brokers for execution of transactions in connection with one or more Clients could be used by the Adviser to service one or more other Clients, including Clients that could not have paid for the benefits. Nonetheless, receipt of research or other products or services creates an incentive for the Adviser to select or direct more business to particular broker-dealers. However, the Adviser will execute trades in accordance with the best execution principles outlined above. Brokerage for Client Referrals Neither the Adviser nor any related person receives Client referrals from any broker-dealer or third party. The Adviser or the Clients it advises are introduced to potential investors by its prime brokers and receive other benefits from its prime brokers. In addition, the Adviser may occasionally receive similar benefits from other broker-dealers or counterparties it transacts with. Currently, neither the Adviser nor its Clients compensate such third-party brokers (other than as described in Item 14 below) for introducing the Adviser or its Clients to any potential investors. Such introductions and other products or services that the Adviser receives can present a potential conflict of interest to the extent that the Adviser uses such brokers in connection with brokerage or other activities on behalf of its Clients. However, the Adviser considers a number of factors in attempting to satisfy its fiduciary obligation to seek best execution for its Clients’ securities transactions. Order Aggregation If the Adviser determines that the purchase or sale of the same security is in the best interest of more than one Client, the Adviser could, but is not obligated to, aggregate orders in order to reduce transaction costs. When an aggregated order is filled through multiple trades at different prices from the same time period within a trade day, each participating Client will receive the average price with transaction costs allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by the Adviser. In the event of a partial fill, allocations generally will be made pro rata based on the initial order, but could be modified on a basis that the Adviser deems to be appropriate, including, for example, in order to avoid “odd-lot” positions or de minimis allocations. This could result in allocations of certain investments on other than a pro rata basis. See Item 11 for additional information on investment allocations.

Trade Errors The Adviser will not be responsible for any losses from any trade errors made by it, in respect of Client investments, except to the extent it is liable pursuant to the applicable Organizational Documents of such Clients (i.e., attributable to bad faith, gross negligence, willful misconduct or fraud on the part of the Adviser). Trade errors might include, for example, keystroke errors that occur when entering trades into an electronic system or typographical or drafting errors that result in purchases or sales of the wrong instrument, the wrong quantity of an instrument, or in violation of a regulatory or contractual obligation. Investors should assume that trade errors (or similar errors or deviations from accuracy or correctness in the trade process) will occur and that the Adviser will not be responsible for any resulting losses, unless it breached its standard of care as set out in applicable laws or regulations as well as the applicable Organizational Documents of the respective Client. To the extent there are any gains from any trade errors, such gains will be retained by the applicable Client(s).

Reporting Investors in Clients typically receive monthly or quarterly account statements (from the Client’s administrator) and a copy of the audited financial statements of the relevant Client within 120 days after the fiscal year-end of a Client, where applicable. In addition, monthly or quarterly reports setting forth performance and portfolio data, including an analysis of portfolio exposure, may be provided to investors. In addition to the general Client reporting, the Adviser expects to provide additional information or more frequent information relating to the Clients to one or more investors in connection with a request from a particular investor (e.g., under a side letter or in response to diligence or other requests).

These arrangements, including the fact that such third parties are compensated, will be disclosed to the affected investors. In such instances, any fees associated with such arrangements will be paid by the Adviser, and not the Client. Any fees payable to any such placement agents generally will be borne by the Adviser indirectly through an offset against the Management Fee under the Organizational Documents, although in certain instances related expenses incurred pursuant to the relevant placement agent or similar agreement, including, but not limited to, placement agent travel, meal and entertainment expenses, may be borne by the relevant Client(s). 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 Management Fees.

For separately managed accounts (“SMAs”) managed by the Adviser, a qualified custodian sends account statements at least quarterly directly to the SMA Client, and the SMA Client should closely review those account statements. In addition, the Adviser’s authority over the SMA Client funds or securities is designed to be limited to authorized trading and fee deduction in accordance with the Custody Rule. For Clients that are pooled investment vehicles (and subject to such financial audits and reporting delivery qualifications), the Adviser relies on annual audits in accordance with the Custody Rule requirements for the “pooled vehicle annual audit exception.”

With the exception of Clients that have established an SMA, investment advice is provided directly to the Clients, subject to the direction and control of the general partner of each Client, and not individually to the investors in the Clients. This discretionary authority is subject to the terms, investment objectives, policies and restrictions set forth in the Organizational Documents of each such Client. Investment advice is provided directly to SMA Clients, subject to an investment management agreement that establishes the Adviser’s discretionary authority.

In making such decision, he or she may rely on any of the information and/or research available to him or her. Voting decisions concerning equity securities are reviewed by the Adviser’s Legal and Compliance Department, which will include consideration of whether the Adviser, any investment professional or other person recommending how to vote, any affiliate of the Adviser or client has an interest in the vote that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to voting in accordance with the principles set forth above, the first priority being to act in the best interest of the relevant Clients. The Adviser’s Legal and Compliance Department will use its best judgment to address any such conflict of interest and ensure that it is resolved in accordance with its independent assessment of the best interests of the Clients. The Adviser has also retained an independent third-party proxy voting service to provide voting analysis and recommendations, assemble proxies for which Clients have voting rights, provide vote execution according to the Adviser’s guidelines and quarterly reports indicating how individual votes are ultimately cast. A copy of the Proxy Voting Policy or information about how the Adviser voted Client proxies is available upon request.

ITEM 18 FINANCIAL INFORMATION