Delos Capital Management, LP: investment adviser

Delos has also established other private pooled investment vehicles that co-invest alongside the Funds in certain investments (each a “Co-Investment Fund,” collectively the “Co-Investment Funds,” and together with the Funds, each a “Client” and collectively the “Clients. Delos LSI Co-Investors, LP (“LSI CoInvestors’) invests parallel with Fund II into a single portfolio company. Delos Pioneer Co-Investors LP is a stand-alone Co-Investment Fund. The Funds target equity returns by investing in complicated processes through control buyouts, strategic partnerships and distressed buyouts in companies with approximately $10 to $40 million of EBITDA. The Firm is a limited partnership organized under the laws of Delaware. The limited partners in the Funds and other Clients are the “Investors.” Delos Fund GP, LLC is the general partner of Fund I and Delos Fund II GP, LLC is the general partner of Fund II (together with Delos Fund GP, LLC, the “General Partners”). Each Client is managed in accordance with its own investment objectives, strategies, restrictions, and guidelines and is not tailored to the needs of any individual any individual Investor. Information about each Fund can be found in its respective offering documents (the “Offering Documents”). We do not participate in wrap fee programs. As of December 31, 2025, the Firm’s regulatory assets under management were approximately $169.6 million, all of which are managed on a discretionary basis.

We have waived or reduced the Management Fee for certain Investors and may in the future agree with other Investors or prospective investors to waive, reduce or otherwise alter the Management Fee. The Management Fee charged by any Fund may be reduced by all or a portion of any origination, transaction, break-up or similar fees that we may receive as described in the relevant Offering Documents.

Each Fund’s Management Fee is payable quarterly in advance from drawdowns of the Investors’ unfunded capital commitments or by withholding the amount of such fee from the investment proceeds that would otherwise be distributable to the Investors. For Fund II, we expect to make periodic elections to waive a portion of the Management Fee in exchange for a contingent “profits interest” in the Fund representing a pro rata share (based on the amount of waived fees) of future Fund profits after return to the Investors of all invested capital (including amounts contributed by Investors in lieu of the waived fees). Carried Interest The General Partners, affiliates of the Firm, are apportioned carried interest distributions from the respective Fund (“Carried Interest”) based on the net cash proceeds attributable to such Fund’s investments. We have waived or reduced the Carried Interest as to certain Investors and may in the future agree with an Investor or prospective Investor to waive, reduce or otherwise alter the Carried Interest. The Carried Interest is typically 20% of the profits earned by the relevant Fund on investments following a preferred return to the Investors. The Carried Interest is also subject to a catch-up on the preferred return and a clawback if the aggregate distributions exceed the stated carried interest rate. Investors and prospective investors should refer to the Fund’s Offering Documents for additional or supplementary information regarding the Fund as well as the fees paid by the Fund. Expenses Organizational Expenses

Each Fund bears all legal and other expenses incurred in the formation of the Fund and the offering of the interests up to an amount of $750,000, with respect to Fund I, and $1,250,000, with respect to Fund II. Organizational expenses in excess of this amount, and any placement fees, are paid by the relevant Fund but borne by the Firm through a 100% offset against the Management Fee. Operating Expenses

The Firm pays all normal operating expenses incidental to the provision of the day-to-day administrative services to its Clients, including its own overhead. To the extent practicable, third-party costs are charged to each Fund and its portfolio companies. Each Fund pays all costs, expenses and liabilities in connection with its operations, including: fees, costs and expenses related to the purchase, holding and sale of portfolio investments (to the extent not reimbursed); expenses incurred in connection with transactions not consummated; maintenance of books and records; transaction fees; travel costs; research and other trading costs; expenses of internal staff of Delos and its affiliates; insurance premiums; taxes; fees and expenses of accountants, counsel, advisers, finders, search companies and consultants; costs and expenses of the advisory committee and the annual meeting; regulatory filings by the Firm related to the activities of the Funds; litigation expenses; and other extraordinary expenses. The Firm and its affiliates generally charge each Fund’s portfolio companies transaction fees and monitoring fees and may charge portfolio companies advisory fees, break-up fees and other similar fees. An amount equal to the Fund’s allocable share of all such fees and of all directors’ fees paid by portfolio companies that are received by the Firm, its affiliates or any of their employees, net of any unreimbursed expenses incurred by the Firm or its affiliates in connection with unconsummated transactions and net of a pro rata portion allocable to the investment in the Fund by the General Partner and its principals, will be applied to reduce the Management Fee otherwise payable by the relevant Fund. All such fees will be

allocated among the Fund and any related Co-Investment Funds on the basis of capital committed by each to the relevant investment. If the Co-Investment Fund is not charged a management fee, the portion of such fees that would otherwise offset the Co-Investment Fund’s management fee may be retained by the Firm and its affiliates and will not be used to further reduce the Management Fee. Management Fee reductions will be carried forward if necessary and any unapplied balance will be refunded to the relevant Fund and returned to Investors upon termination of such Fund. In addition, the Funds may enter into letter agreements or other similar arrangements (collectively, “Side Letters”) with one or more Investors that have the effect of establishing rights under, or altering or supplementing the terms of the governing documents of the Funds as they apply to a particular Investor. As a result of such Side Letters, certain Investors may receive additional benefits that other Investors will not receive, including without limitation better economic terms such as a reduced or otherwise more favorable management fee and/or carried interest, co-investment rights, information rights and transfer rights. The other Investors will have no recourse against the Funds or any of its affiliates in the event that certain Investors receive additional or different rights or terms as a result of such Side Letters. Investors will be required to make certain representations when investing in a Fund, including but not limited to: (i) they are acquiring an interest for their own account, (ii) they received or had access to all information they deem relevant to evaluate the merits and risks of the prospective investment, and (iii) they have the ability to bear the economic risk of an investment in the Fund. Each Investor will be furnished with a copy of the Offering Documents other agreements.

Generally, the limited partnership agreement has restrictions on raising successor funds until the specified investment period ends or until existing funds are sufficiently invested; however, parallel funds may be created for Investors with certain investment requirements. Our Investors must be “accredited investors” under Regulation D of the Securities Act of 1933 (the “Securities Act”), as amended, be able to enter into a performance fee arrangement under the Advisers Act (i.e., they must

be qualified clients under Rule 205-3 of the Advisers Act) and be “qualified purchasers” under Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended.

Delos seeks to be more flexible and opportunity-driven than traditional lower-middle market private equity funds and the investment team also brings a large-cap private equity perspective, innovative solutions and best practices to targeted lower-middle market companies. The Funds target investments in companies in well-established businesses with high return on invested capital in areas including the chemicals, packaging, industrials and consumer sectors. The Funds focus on complex situations, including capital structure complexities, comprehensive structured solutions, assetspecific complexities, multi-party negotiations (debt and equity), niche business models and governance challenges. Through the investment team’s deal experience, they have developed strong core competencies in the structuring, negotiation and execution of such complex processes and have demonstrated the ability to execute on opportunities through all market cycles. In addition, Delos seeks to grow portfolio companies through strategic acquisitions and organic growth investments. Risk of Loss Factors Investing in securities involves risk of loss that Investors should be prepared to bear. Investors should consider the following factors before investing in a Fund. The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Funds. Prospective investors are urged to consult their professional advisers and review the legal documents for the Funds, including the relevant Fund’s Offering Documents and informational materials, before deciding to invest. References to “the Fund” below should be deemed to include references to Fund I, Fund II, and, as context requires, USF Co-Investors. Speculative Nature of Investments. The Funds’ investments are subject to the risks inherent in all private equity investments. Portfolio companies may not be profitable at the time of investment and may experience substantial fluctuations in their operating results. Certain portfolio companies may not have significant operating revenues. The success of some portfolio companies will depend on the management talents and efforts of one person or a small group of persons whose death, disability or resignation would adversely affect the business. Portfolio companies may have highly leveraged capital structures that make them more vulnerable to adverse financial or business developments than less highly leveraged companies. Investments in Troubled and Leveraged Companies. A Fund may invest in securities of financially troubled companies and securities of highly leveraged companies. While these securities are likely to be particularly risky, they also may offer the potential for high returns that correspond with the level of risk. Under certain circumstances, payments to the Fund and distributions by the Fund to its Investors may be reclaimed if any such payment is later determined to have been a preferential payment or a fraudulent

conveyance. Such instances generally occur when a company enters, or is forced into, bankruptcy proceedings or otherwise defaults on their debt obligations. Portfolio Company Size. Companies with smaller market capitalizations, including small- and mid-cap companies, may have limited product lines, markets or financial resources, may lack the competitive strength of larger companies or may lack managers with experience or depend on a few key employees. These less established companies may face intense competition, including competition from established companies with much greater financial and technical resources, more extensive development, manufacturing, marketing, and service capabilities, and a greater number of qualified personnel. Less established companies tend to have lower capitalizations and fewer resources and, therefore, often are more vulnerable to financial failure. These companies require considerable additional capital to develop, acquire customers and achieve or maintain a competitive position. This capital may not be available at all or on acceptable terms. Further, such companies may not develop as anticipated, even after substantial expenditures of capital. Service on Boards of Directors, Material Non-Public Information, Etc. Individual members of the Firm may serve as officers or directors of portfolio companies. In their capacity as officers or directors (or even simply by virtue of a Fund’s status as a significant owner of a portfolio company), such individuals may become subject to fiduciary or other duties which adversely affect a Fund. For example, a Fund may be unable to sell or otherwise dispose of an investment if a member of the Firm is in possession of material, non-public information relating to the issuer thereof. Significant Positions. In the event a Fund acquires a significant position in a company, the Fund’s position could become illiquid due to the thinness of any secondary market for the security and/or the Fund having obtained inside information regarding the company which could make it difficult from a legal perspective to sell the securities involved. The illiquid nature of such securities would limit, or prevent, the Fund from realizing what the Firm believes to be an accurate valuation resulting in positive, or any, returns to investors. In addition, maintaining a significant position could require the Fund to make various disclosure filings in the jurisdictions in which the subject company’s securities are traded. Multi-Jurisdictional Accounting and Financial Reporting. A Fund may invest in securities issued by companies located in various jurisdictions and each jurisdiction may have its own system of accounting and financial reporting. The systems may differ from that of the Fund’s jurisdiction or from that of each Investor’s home country, causing difficulties in reconciling accounting and financial reports. Such difficulties may make it difficult for the Firm to accurately assess the profitability of its investments. Minority Investments. A Fund may make minority equity investments in portfolio companies where the Fund may not be able to protect its investment or effectively control or influence the business or affairs of such entities. The Fund may be adversely affected by action taken by the owners exerting significant influence and/or control of the portfolio companies in which it invests. Opposition of management or existing shareholders of portfolio companies, especially in the absence of an effective legal framework to protect minority shareholder rights, could jeopardize a Fund’s ability to maximize the value of its investments. Lack of Diversification. Since each Fund may only make a limited number of investments, and since a Fund’s investments generally will involve a high degree of risk, poor performance by a few of the investments or even one investment could severely affect the total returns to the Investors. There is no guarantee that portfolio investments will be completely geographically diversified, so even localized downturns or disruptions in the market could have significant adverse consequences for the Fund’s portfolio.

Liabilities Upon Disposition. In connection with the disposition of an investment, a Fund may be required to make representations about the business and financial affairs of a portfolio company typical of those made in connection with the sale of any business or be responsible for the content of disclosure documents under applicable securities laws. It may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be inaccurate. These arrangements may result in contingent liabilities, which might ultimately have to be funded by the Investors to the extent that the Investors have received prior distributions from a Fund. Each Fund’s limited partnership agreement provides that if there is any such liability in respect of a portfolio company, it will be funded by the Investors to the extent that they received distributions from the Fund. Difficulty in Valuing Funds’ Investments. The Funds’ investments in many cases will be difficult to value due to various factors, including absence of readily ascertainable market values and limited sources of useful valuation information. In addition, the appraised value of an asset may not always be consistent with, and therefore may be higher or lower than the price at which the asset could ultimately be sold. The Firm will use its judgment when determining the valuation of investments which may in certain instances be highly subjective. There can be no guarantee that the Firm will be able to realize an investment at stated valuations. Restrictions on Transfer and Withdrawal. The interests in the Funds are subject to restrictions on transferability and resale and may not be transferred or resold without either registration under the Securities Act, any applicable state securities laws and any non-U.S. securities laws, or pursuant to an exemption therefrom. In addition, transfers are subject to the consent of the relevant General Partner (which may be withheld at its sole discretion) and other terms and conditions of the partnership agreement. Investors should expect to bear the financial risks of an investment in the Fund for an indefinite period of time. There is no public market for the interests in the Funds and none is expected to develop. These interests have not been and will not be registered under the Securities Act or any other securities laws. Moreover, these interests will not be listed on any public exchange; therefore, Investors may not be able to liquidate their investments prior to the end of each Fund’s term. Investors may not withdraw capital from the Funds. Passive Investment. To safeguard their limited liability, the limited partnership agreement prohibits the Investors (as limited partners) from controlling or managing the affairs of the Funds, including investment and disposition decisions. Generally, Investors will not be able to implement limitations upon the Firm’s ability to manage the Funds. Investors must rely entirely on the General Partners and the Firm to conduct and manage the affairs of the Funds. Dependence on Key Personnel. The Funds’ success depends in large part on the performance of the relevant General Partner, the Firm, and key employees. The loss of any key personnel could have a material adverse effect on the Funds. Regulation & Litigation. The Firm participates in a highly regulated industry and is subject to regulatory examinations in the ordinary course of business. There can be no assurance that the Firm will avoid regulatory investigation and possible enforcement actions stemming therefrom. There is a material risk that applicable governmental authorities and regulators in the United States and other jurisdictions will continue to adopt new laws or regulations, change existing laws or regulations or enhance the interpretation or enforcement of existing laws and regulations in a manner that is burdensome for the Firm and the Funds. Such risks are often difficult or impossible to predict, avoid or mitigate in advance. As a result, there can be no assurance that any of the foregoing will not have an adverse impact on the

business of the Firm or the performance of the Funds. The Firm or its key personnel also could be named as a defendant in, or otherwise become involved in, litigation. Litigation and regulatory actions can be time-consuming, expensive and can lead to unexpected losses. Legal proceedings may continue without resolution for long periods of time and their outcomes may materially and adversely affect the value of the Funds or the ability of the Firm to manage the Funds. The Adviser would likely be required to expend significant resources responding to any litigation or regulatory action and these actions could be a distraction to the activities of the Firm. Fund Regulatory Oversight. While the Funds may be considered similar in some ways to an investment company, they are not required and do not intend to register as such under the Investment Company Act and, accordingly, Investors are not accorded the protections of the Investment Company Act. Similarly, the Funds do not intend to register in the foreign countries in which they invest and, thus, Investors will not be accorded the protections of those foreign regulatory bodies (if any). The Funds may in the future be subject to additional regulatory scrutiny as the private equity and investment management industries generally have been the subject of certain regulatory efforts. Such additional regulation may impose increased cost on the operations of the Firm and the Funds. Political and Economic Conditions. The Funds’ investments may be adversely affected by changes in economic conditions or political events that are beyond their control. For example, a stock market downturn, the outbreak of hostilities involving the United States, or the death of a major political figure may have significant adverse effects on the Funds’ investment results. Other factors, such as changes in tax laws, securities laws, bank regulatory policies or accounting standards, may make corporate acquisitions less desirable. Similarly, legislative acts, rulemaking, adjudicatory or other activities of the U.S. Congress, the SEC, the U.S. Federal Reserve Board, the New York Stock Exchange, the Financial Industry Regulatory Authority or other governmental or quasi-governmental bodies, agencies and regulatory organizations may make the business of a Fund less attractive and/or add costs and expenses relevant to the Firm and/or the Funds business. Conflicting Investor Interests. Investors in a Fund will, from time to time, have conflicting investment, tax, and other interests with respect to their investments in the Fund, including conflicts relating to the structuring of investment acquisitions and dispositions. Conflicts may arise in connection with decisions made by the Firm regarding an investment that may be more beneficial to one investor than another, especially with respect to tax matters. In structuring, acquiring and disposing of investments, the Firm generally will consider the investment and tax objectives of the Fund and its investors as a whole, not the investment, tax, or other objectives of any investor individually. Side Letters. The General Partners have the absolute discretion to enter into Side Letters or other similar agreements with Investors in connection with their admission to a Fund without the approval of any other Investor. The Side Letters or other similar agreements have the effect of establishing rights under, altering or supplementing the terms of the governing documents of a Fund with respect to one or more such Investors in a manner more favorable to such Investors than those applicable to other Investors. Such rights or terms in any such Side Letter may include, without limitation, (i) fee and other economic arrangements with respect to such Investor; (ii) excuse or exclusion rights applicable to particular investments or withdrawal rights from the investment vehicle, including without limitation, as a result of an Investor’s specific policies or certain violations of federal, state or non-U.S. laws, rules or regulations, (which may materially increase the percentage interest of other Investors in, and their contribution obligations for, future investments and expenses, and reduce the overall size of a Fund); (iii) additional or modified reporting obligations of the relevant General Partner; (iv) waiver of certain confidentiality obligations; (v) prior consent of the relevant General Partner to certain transfers by such Investor; (vi) rights or terms necessary in light of particular legal, regulatory or policy characteristics of an Investor; (vii)

additional obligations and restrictions of the relevant General Partner with respect to the structuring of any particular investment in light of the legal, tax and regulatory considerations of particular Investors; and (viii) agreements to assist with the taking or defending of tax positions. Except as otherwise agreed with an Investor, neither General Partner has an obligation to give Investors notice of any Side Letters entered into. Cybersecurity Threats. Delos, the Funds and any portfolio companies may face cybersecurity threats to gain unauthorized access to sensitive information, including, without limitation, information regarding Investors and Delos’s investment activities, or to render data or systems unusable, any of which could result in significant losses. Any cybersecurity attacks against Delos, the Funds, or any portfolio companies could lead to the loss of sensitive information essential to such entity’s operations and could have a material adverse effect on such entity’s reputations, financial positions, or cash flows, and could lead to financial losses from remedial actions, loss of business or could lead to potential liability. Cybersecurity attacks are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. Cybersecurity attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on systems or web sites rendering them unavailable. The controls and procedures, business continuity systems, and data security systems of Delos, the Funds, the portfolio companies and each of their respective service providers could prove to be inadequate. These problems may arise in the internally developed systems of Delos, a Fund, or a portfolio company or in the systems of third-party service providers. Such attacks could have a materially adverse impact on the performance of the Funds. Emerging and Changing Technology, Including Artificial Intelligence. Delos’ future success depends, in part, on its ability to anticipate and respond effectively to the risk of, and the opportunity presented by digital disruption and other technological changes. These may include new applications based on artificial intelligence, machine learning, or new approaches to data mining. Risks related to artificial intelligence, including Delos’ use of third-party products incorporating artificial intelligence, include the generation of factually incorrect or biased results, also known as hallucinations, data security vulnerabilities, potential IP infringement, mishandling or confidentiality, proprietary or private information and potentially problematic third-party license terms. Force Majeure. Social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest) will occur that have significant impacts on issuers, industries, governments and other systems, including the financial markets. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects, especially if such events persist for an extended period of time. Events that occur in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat. Clients will be negatively impacted if the value of their portfolio holdings decreases as a result of such events, if these events adversely impact the operations and effectiveness of the Advisers or key service providers, or if these events disrupt systems and processes necessary or beneficial to the management of accounts. Tariff and Trade Policy. Changes in tariffs, trade policies, and international trade agreements may impact the business operations, supply chains, and market opportunities of the Fund’s portfolio companies. Companies which operate in the automotive sector and related industries may be affected by

import/export restrictions and evolving trade policies. Portfolio companies that rely on international clients, contractors, source materials or products from outside of the United States, or geopolitical trade tensions could experience increased operational costs, limited market expansion, or disruptions in service delivery. Given the uncertainty surrounding international trade policies, portfolio companies may face increased compliance costs, reduced competitiveness in foreign markets, and potential revenue volatility due to shifting regulations. These risks could ultimately impact the valuation, growth trajectory, and exit opportunities. Service Providers. Certain advisors and other service providers (or their affiliates, including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, and investment or commercial banking firms) to the Funds may also provide goods or services to, or have business, personal, financial, or other relationships with Delos and its affiliates. Such advisors and service providers may be Investors in a Fund, affiliates of Delos, sources of investment opportunities, co-investors, or commercial counterparties. Additionally, certain supervised persons of Delos may have family members or relatives employed by such advisors and service providers. These relationships may influence Delos in deciding whether to select or recommend such a service provider to perform services for a Fund. Notwithstanding the foregoing, transactions relating to a Fund that require the use of a broker will generally be allocated to service providers on the basis of best execution, the evaluation of which will take into account various considerations. In certain circumstances, service providers, or their affiliates, may charge different rates or have different arrangements for services provided to Delos or their affiliates as compared to services provided to a Fund, which in certain circumstances may result in more favorable rates or arrangements than those payable by a Fund. U.S. Tax Risks. The U.S. federal, state, and local income taxation of partnerships and their partners is extremely complex, involving, among other things, significant issues as to the character, timing of realization, and sourcing of gains and losses. There can be no assurance that the structure of a Fund or of any investment will be tax-efficient to any particular Investor. Prospective investors are urged to consult their tax advisors prior to investing in each Fund with respect to their particular tax situations, including, in the case of tax-exempt and non-U.S. investors, any special issues which an investment in a Fund may raise for such investors. Conflicts of Interest There will be occasions when Delos and its affiliates may encounter potential conflicts of interest in connection with a Client. There can be no assurance that Delos will resolve any conflict of interest in a manner that is favorable to a particular Client. In addition to the conflicts of interest discussed elsewhere in this brochure, the following discussion discusses certain potential conflicts of interest: Carried Interest. As described in Items 5 and 6, Carried Interest may create incentives to make riskier or more speculative investments on behalf of such investment vehicle than would be the case in the absence of this arrangement. The Firm will invest Client assets consistent with its fiduciary duty and consistent with a Client’s governing documents. Further, the Firm and/or its personnel invest in the Clients alongside the Investors. Valuations of Investments. It is possible for there to be situations in which Delos is incentivized to influence or manipulate the valuation of investments. For example, Delos could be motivated to overstate valuation in order to: (i) improve a Fund’s track record, (ii) minimize losses from writedowns that must be returned prior to an affiliate receiving carried interest, or (iii) for certain Clients, and to a lesser extent, increase fees due to itself, such as a management fee that is calculated as a percentage of the value of the client

assets. The valuation procedures utilized by Delos with respect to its Clients may differ based on the type of security and/or instrument and the observability of market inputs, and may include reliance on analyses of similar companies, recent comparable transactions, and discounted cash flow models. Delos makes all valuation decisions consistent with its internal policies and relevant rules and regulations. Further, all Funds are audited on an annual basis. Other Fees. As described in Items 5 and 6, the Firm and its affiliates are entitled to receive fees in connection with the purchase, monitoring or disposition of investments or from unconsummated transactions. Investors will receive the benefit of certain such fees only as set forth in the Offering Documents of the relevant Client. Allocation of Investment Opportunities, Expenses and Conflicting Fiduciary Duties. The Firm may establish further Clients with investment objectives, mandates and policies that are substantially similar to those of the Funds. Subject to the governing documents of each Client, in each case where an investment opportunity is suitable for two or more Clients, such as Fund I and Fund II, opportunities for investments will be allocated among such Clients in a manner that the Firm and its affiliates believe to be appropriate given factors they believe to be relevant, including any contractual arrangements set forth in the governing documents of such Clients, and in accordance with the allocation policy and procedures of the Firm. Fee and expense allocations among Clients will be made in good faith in accordance with their governing documents and considering all factors deemed relevant. Any expenses shared by two or more Clients in connection with the evaluation and consummation of investments, or broken deal expenses with respect to investments that are not consummated, will generally be allocated pro rata based on invested capital, or the amount that would have been invested in the case of a broken deal, as determined by the Firm in good faith. Co-investors and Co-Investment Funds generally will not share in broken deal expenses, meaning that in the event an investment is not consummated, Fund I and Fund II, as relevant, will together bear all broken deal expenses. Delos is permitted to offer co-investment opportunities and to allocate any such opportunities in its sole discretion. Delos does not offer co-investment with respect to all Fund investments and in the past has generally made such opportunities available when it has determined that the total size of the available investment exceeds the amount that is considered appropriate for the Funds. Co-investment opportunities are made available on the basis of a variety of factors, which may include the size of Investor commitments to the Funds or other funds, vehicles and accounts, and the anticipated ability of a coinvestor to execute the transaction efficiently and expeditiously. The allocation of co-investment opportunities may involve a benefit to Delos including, without limitation, fees or carried interest distributions from the co-investment opportunity, and capital commitments to its Clients. Delos may or may not charge management fees, one-time funding fees and/or Carried Interest in respect of coinvestments, as it determines in its sole discretion. In addition, co-investors may not be subject to capital calls or may default on capital calls for indemnification or other expenses of investments, and in these circumstances, a Fund would bear a disproportionate share of expenses related to a particular investment.

In addition, employees and persons acting on behalf of the General Partners are subject to the supervision and control of Delos. Thus, the General Partners, all of their employees and the persons acting on their behalf would be "persons associated with" the registered investment adviser so that the SEC could enforce the requirements of the Advisers Act against the General Partners. In addition, supervised persons of Delos may serve as directors and officers of certain portfolio companies and, in that capacity, will be required to make decisions that consider the best interests of such portfolio companies and their respective shareholders. In certain circumstances, for example in situations involving bankruptcy or near-insolvency of a portfolio company, actions that may be in the best interests of the portfolio company may not be in the best interests of the respective Fund and vice versa. Accordingly, in these situations, there will be conflicts of interest between such individuals’ duties as a supervised person of Delos and such individuals’ duties as a director or officer of such portfolio company. Delos does not recommend or select other investment advisers for Clients.

Delos’s supervised persons, as defined by Rule 204A-1, must have written clearance for all transactions involving initial public offerings, private placements and certain publicly traded securities before completing the transactions. Delos may disapprove any proposed transaction, particularly if the transaction appears to pose a conflict of interest or otherwise appears improper. Delos also endeavors to maintain current and accurate records of all personal securities accounts of its supervised persons in an effort to monitor all such activity. Under the Code of Ethics Supervised Persons must also disclose certain trading activity, outside business activities, gifts and entertainment and political contributions. In addition, employees are subject to annual and quarterly reporting requirements for personal investment accounts. All supervised persons are required to certify their compliance with the Code of Ethics upon hire and on at least an annual basis thereafter. Our Code of Ethics is available to Clients upon request. Participation or Interest in Client Transactions Delos or its related persons may engage in securities transactions with certain Investors or may recommend investments in portfolio companies in which the Firm or a related person has a beneficial or financial interest. Such transactions may include co-investment opportunities in portfolio companies which are offered to some but not all Investors, and/or our advisory personnel or employees. Key personnel of the Firm generally will also be invested directly or indirectly in the Funds offered to outside Investors, subject to applicable law, and the performance-based compensation and/or management fees payable by such vehicle may be separately negotiated by us. In addition, our assets may be invested in securities of portfolio companies in which one or more other Clients hold positions. We will disclose these potential conflicts of interest to Investors and prospective investors in the Offering Documents of the particular Client. Delos and its employees generally do not intend to buy securities from or sell securities to its Clients (i.e., engage in principal transactions). Engaging in principal transactions could create a conflict of interest between Delos and its Clients because Delos and/or its employees could benefit from such a purchase or sale by a Client. Delos has established policies and procedures relating to principal transactions in accordance with the Advisers Act and will not engage in a principal transaction without first providing

appropriate disclosure, determining the valuation and obtaining the informed consent of such Client prior to the consummation of such transaction.

We will not be obligated to obtain the lowest commission or best net price for a client on any particular transaction. We will monitor transaction results as orders are executed to evaluate the quality of execution provided by the various brokers and dealers that we would use in order to determine that commission rates are competitive and otherwise to evaluate the reasonableness of the commission rates paid to those brokers and dealers in light of all the factors described above. We do not have any formal or informal soft dollar arrangements, nor do we receive any soft dollar benefits from any broker, dealer or other counterparty. Additionally, we do not permit Clients to direct brokerage to any particular broker.

Delos manages such conflict by acting at all times consistent with the Firm’s fiduciary duty to its Clients and through aligning Firm interest with Fund interests via investment in the Funds. Compensation for Client Referrals Delos does not compensate any person for client referrals. However, during future fundraising cycles, Delos may compensate placement agents who introduce new Investors that commit capital to a Fund. Any fees and expense reimbursements payable to any such placement agents are generally borne by Delos through an offset against management fees payable by the relevant Fund.

If there is a material conflict present the Chief Compliance Officer of the Firm will discuss such conflict with the investment team members responsible for voting such proxy and document the outcome. In certain instances, if a conflict should be fully avoided, the Firm may abstain from voting a proxy. Upon request, we will provide our Clients and prospective clients with a copy of our proxy voting policies and procedures and/or a record of all proxy votes cast by the Funds.