Cornell Capital: investment adviser

Description of Advisory Services. Cornell provides and is expected to continue to provide investment advisory services to closed-end, private equity, and privately-placed limited partnerships (referred to below, “Private Funds” or a “Fund”). Each Fund, depending on the investment mandate, may invest in a single portfolio company or multiple portfolio companies. The Private Funds may be structured as limited partnerships organized domestically or offshore. Investment advisory services provided by Cornell are provided directly to each Private Fund and not individually to the investors of the Private Fund. Cornell has also established certain co-investment vehicles, which may, to the extent available and at the discretion of Cornell, offer co-investment opportunities alongside other Funds. Cornell has affiliated general partners for several Private Funds. Cornell serves as the investment adviser with discretionary authority to implement investment decisions for the Private Funds. Cornell’s investment decisions and advice with respect to the Private Funds are in accordance with the investment objectives and restrictions set forth in the constituent documents of each Private Fund. The investors in the Funds may not direct investments by the Funds, and except in limited circumstances, investors are not permitted to withdraw from a Fund prior to completion of such Fund’s winding up.

C.

Tailoring Advisory Services to Individual Needs. Cornell tailors its advisory services to the Private Funds as set forth in the constituent documents associated with each Private Fund. Investment advice is provided directly to each Private Fund and not individually to investors in the Private Funds.

D.

Wrap Fee Programs. Cornell does not participate in wrap fee programs.

E.

Regulatory Assets Under Management. As of December 31, 2025, Cornell had $5,380,768,988 in discretionary regulatory assets under management.

As more fully described in the constituent documents for each Private Fund, management fees are generally payable to Cornell quarterly in advance with fees payable on a pro-rata basis for any period that is less than a full quarterly period. The investment advisory agreement and other constituent documents generally provide for a management fee commencing on the investment date or closing date, which is initially based on a percentage of the aggregate capital commitments of the relevant Private Fund until the earlier of (a) the end of the investment period of the Private Fund and (b) activation of a successor to the Private Fund, as described in the constituent documents. Thereafter, until the final liquidating distribution of the Private Fund, a management fee is generally calculated as a percentage of the actively invested capital of the Private Fund, which is defined in each Fund’s constituent documents and generally means the aggregate amount of invested capital in fund investments that remain unrealized, as reduced by the cost basis of any investment (or portion thereof) that has been realized and/or by any notional loss (as defined in the relevant agreement). Because management fees are paid quarterly in advance and calculated as of the first day of each quarter, a transition from charging on aggregate capital commitments to actively invested capital occurring mid-quarter will not result in any refund or recalculation of fees already paid. The new fee base will take effect beginning with the first day of the following quarter. All management fees are determined separately for each Private Fund at a rate generally consistent with industry standards. Cornell may, in its sole discretion, permit investors who are employees, “friends and family” or Cornell personnel to invest in a Private Fund without being subject to the management fee or the carried interest. In addition, certain investors may be entitled to invest on a waived, reduced, or otherwise more favorable management fee and/or carried interest basis pursuant to certain Side Letters (as defined below) entered into by Cornell with such investors. As more fully described in the constituent documents for each Private Fund, Cornell, the relevant General Partner, the relevant investment manager and/or their respective affiliates or employees expect to receive (i) fees or amounts paid by any third party in connection with the acquisition, termination, cancellation or abandonment of any Private Fund investment or proposed investment that is ultimately not consummated, including any transaction, closing, advisory, “break-up” or “topping” fees and (ii) fees paid by a portfolio company or any affiliate of a portfolio company, including any monitoring fees, advisory fees, director’s fees or consultant fees (clauses (i) and (ii), “Transaction Fees”). Additionally, as more fully described in the constituent documents for each Private Fund, Cornell and/or the General Partner of the applicable Private Fund and/or their respective affiliates or employees are generally authorized to and expect to receive certain other fees (“Other Fees”) including, without limitation, (i) reimbursements for out-of-pocket expenses incurred in connection with providing the services

in respect of which any Transaction Fees were paid, (ii) amounts received in connection with coinvestments (such as management fees, carried interest, expense reimbursements, commitment fees, transaction fees, accounting or administration fees, and other similar fees related thereto), (iii) compensation for serving as a senior advisor to Cornell, a Private Fund, the manager of a Private Fund or any portfolio company of a Private Fund, (iv) interest received in connection with advancing funds to a Private Fund and (v) fees received by a person other than Cornell, a Private Fund, the manager of a Private Fund or any portfolio company, including fees received by certain co-investors. Management fees that certain Private Funds would otherwise be required to pay in any given quarter are typically offset by the Private Fund’s allocable share of Transaction Fees received by Cornell or another affiliated person (but, for the avoidance of doubt, not by the amount of any Other Fees), as set forth in such Private Fund’s constituent documents. The portion of any Transaction Fee allocable to a Private Fund for purposes of calculating the management fee offset is determined based on such Private Fund’s pro-rata ownership percentage in the relevant portfolio company. Because portfolio companies in which a Fund invests generally have equity holders other than the Fund—including management shareholders and outside co-investors who participate either through or outside of Cornell’s advised co-investment vehicles—the Transaction Fee allocable to the Fund for calculating the offset will reflect only the Fund’s proportionate share of the overall ownership of the portfolio company, not the full Transaction Fee earned. If, after giving effect to any such reduction in the management fee amount for any quarterly period, any portion of such other fees for such quarterly period remains unapplied, such portion will be applied to reduce the management fee amounts for subsequent quarterly periods. Incentive allocations are assessed periodically, typically after the receipt by the Private Funds of proceeds from a portfolio investment, and are paid out of cash otherwise distributable to Private Fund investors. C.

The applicable expenses for each Private Fund are disclosed to investors in the constituent documents for the relevant private offering and the governing agreements of each Private Fund. Those expenses will vary by Private Fund, but will typically include, without limitation:

all fees, costs and expenses of organizing the Fund, including the fees, costs and expenses incurred by the Fund, the General Partner or any affiliate of the General Partner in connection with the offer, sale, marketing and private placement of the limited partner interests in the Fund (including all legal fees, costs and expenses, fees, costs, and expenses incurred in connection with negotiating and entering into and complying with side letter provisions, and travel and related costs and expenses (including expenses for travel by private aircraft, first class travel or business class travel, use of car services or reimbursement of mileage, lodging and accommodations, personal and business meals, and business entertainment), incurred in connection with the offer, sale, marketing and private placement of such interests), and costs and expenses in relation to any borrowing attributable to any of the foregoing; all fees, costs and expenses incurred in connection with, arising from or otherwise related to any Fund investments that are not reimbursed by portfolio companies, including all unreimbursed fees, costs and expenses incurred in connection with, arising from or otherwise related to the sourcing, evaluation, making, holding, monitoring, maintaining,

financing (or refinancing), pledging, sale, proposed sale or other disposition of all or any portion of such Fund investment, including deal initiation expenses; investment banking, brokerage, syndication, hedging, advisory, consulting, valuation, appraisal, due diligence, custodial, trustee, record keeping, lending, attorney, tax, accounting, auditing, administrative, and professional fees, costs and expenses; sales and underwriting commissions and discounts; expenses related to travel with respect to such Fund investment; any fees, costs and expenses in connection with, arising from or otherwise related to, any vehicle that is formed for one or more investments; any indemnification obligation arising with respect to such proposed Fund investment; any expenses incurred in connection with potential investments that are not ultimately made; and costs and expenses in relation to any borrowing attributable to any of the foregoing; all fees, costs and expenses of the Fund incurred in connection with, arising from or related to the ongoing maintenance, operation and administration of the Fund that are not reimbursed by portfolio companies, including the maintenance of the Fund’s books and records; legal, tax, accounting, auditing, administrative, advisory, consulting and other professional fees, costs and expenses (including fees associated with portfolio accounting system licenses and support); expenses associated with the preparation and distribution of the Fund’s financial statements, reports, tax returns, Schedules K-1 (or additional or similar tax related schedules) and any other tax compliance and reports to the limited partners; fees, costs and expenses incurred in respect of third-party information systems, software and technology; the management fee; other operational and administration fees, costs and expenses; and costs and expenses in relation to any borrowing attributable to any of the foregoing; fees, costs and expenses incurred in connection with obtaining third-party legal, tax, accounting, auditing, administrative or other professional advice or services, and the advice of other outside advisors and consultants on behalf of the Fund; subject to any disclosure or consent obligations required under applicable U.S. federal securities laws, fees, costs and expenses incurred in connection with, related to or arising from the registration, qualification or exemption of the Fund under (or the Fund’s compliance with) any applicable U.S. federal, state, local or non-U.S. laws, rules and regulations, including fees, costs and expenses (A) incurred to maintain the Fund in good standing thereunder or (B) incurred to make or maintain filings with the U.S. Securities & Exchange Commission (such as Form PF), U.S. Commodity Futures Trading Commission, the National Futures Association, the U.S. Treasury, the U.S. Internal Revenue Service and any other federal, state, provincial or local regulatory authority in any country or territory; fees, costs and expenses incurred in connection with, or arising from or otherwise related to, compliance with the Alternative Investment Fund Managers Directive and/or the law, rules or regulations implemented or promulgated in any applicable E.U. jurisdiction in relation thereto (or similar marketing-related regulations in other jurisdictions), including the fees, costs and expenses of any depositary required in connection therewith; fees, costs and expenses incurred in connection with, or arising from or otherwise related to, compliance with FATCA (as defined below) and the Organisation for Economic Cooperation and Development Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard, and fees, costs and expenses related to any associated or similar legislation, regulations or guidance; fees, costs and expenses incurred in connection with, or arising from or otherwise related to, the implementation and monitoring of anti-money laundering and cybersecurity policies

and procedures (including any such fees, costs and expenses of the General Partner or Cornell that are incurred in connection with, arising from, or otherwise related to the General Partner’s or Cornell’s activities on behalf of the Fund), including the costs associated with the appointment of any anti-money laundering compliance officer, money laundering reporting officer and deputy money laundering reporting officer of the Fund or any alternative investment vehicle required pursuant to Cayman Islands anti-money laundering laws, regulations and guidance; fees, costs and expenses incurred in connection with, or arising from or otherwise related to, compliance with privacy laws, rules or regulations of any applicable jurisdiction (including any fees, costs and expenses associated with computer software used for such compliance), including the General Data Protection Regulation (EU) 2016/679, as amended, and the Cayman Islands Data Protection Law, 2017, as amended; other regulatory fees, costs and expenses of the Fund (including the fees, costs and expenses of any legal inquiries and examinations, including regulatory “sweeps” to the extent relating to the Fund); fees, costs and expenses incurred in connection with the collection of amounts due to the Fund from any person; fees, costs and expenses incurred in connection with obtaining approvals, consents or waivers under, or effecting amendments, revisions, restatements, modifications or changes to, the partnership agreement of each Fund; fees, costs and expenses incurred in connection with communications with one or more limited partners, including fees, costs and expenses incurred in connection with, arising from or otherwise related to, responding to investor inquiries, investor-specific reporting requests or due diligence requests or questionnaires or fees, costs and expenses associated with producing Institutional Limited Partners Association reporting templates or complying with similar reporting standards; fees, costs and expenses incurred in connection with distributions to the limited partners, including the preparation and distribution of wire transfers, checks, financial reports, and other information provided to limited partners pursuant to the partnership agreement of each Fund; fees, costs and expenses incurred in connection with holding meetings with one or more limited partners, including the annual meetings of the Fund (including any expenses related to travel incurred by representatives of Cornell or portfolio companies or other attendees of any such meetings, fees, costs and expenses incurred in connection with any products provided to attendees of such meetings or any presentations and media prepared in connection with such meetings and any speaker, entertainment or appearance fees); expenses of the advisory committee and any conflicts committee designated by the General Partner pursuant to the partnership agreement of each Fund, including reimbursement of out-of-pocket expenses of the members of those committees, including expenses related to travel of the members of such committees; fees, costs and expenses incurred by the Fund, the General Partner or Cornell in connection with, or arising from or otherwise related to, negotiating and entering into, and complying with side letter provisions, including any fees, costs and expenses incurred by the Fund, the General Partner or Cornell in connection with any “most favored nations” provision election process; fees, costs and expenses (including consulting fees, costs and expenses) incurred in connection with, or arising from or otherwise related to, compliance with environmental,

social and governance standards or internal policies applicable to the Fund, the General Partner or Cornell in connection with, arising from or otherwise related to their respective activities on behalf of the Fund or to which they subscribe to now or in the future, including investigation, training, tracking, engagement, reporting and preparation of any documentation with respect thereto; any taxes imposed on the Fund, including any taxes imposed on the Fund or the General Partner in the capacity of withholding agent with respect to a limited partner and any interest, penalties and expenses relating to any such taxes, including any fees, costs and expenses incurred in connection with tax proceedings that are characterized as Fund expenses; other governmental charges levied against the Fund or payable by or with respect to the Fund or its investments; fees, costs and expenses incurred in connection with, or arising from or otherwise related to, any valuation of the assets of the Fund, including the fees, costs and expenses of an independent expert; fees, costs and expenses relating to any default by a limited partner; fees, costs and expenses incurred in connection with transfers of interests by partners of the Fund (including any transfer that is not ultimately consummated) that are not otherwise borne by the applicable transferor or transferee; subject to any disclosure or consent obligations required under applicable U.S. federal securities laws, fees, costs and expenses incurred in connection with, arising from or otherwise related to any action, claim, suit, investigation or proceeding by or before any court, arbitrator, governmental body or other agency involving the Fund (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith; fees, costs and expenses (including premiums, deductibles, escrow fees and seller representative fees) of any insurance policies for the direct or indirect benefit of the Fund, the General Partner or Cornell or any of their respective affiliates in connection with, arising from or otherwise related to their respective activities on behalf of the Fund (including, in each case, activities by their respective affiliates or their respective shareholders, partners, members, officers, directors, managers, employees and agents) and for directors’ and officers’ liability insurance or other similar insurance policies, including errors and omissions, cyber, representation and warranty and other insurance, whether in the form of insurance policies or fidelity bonds, in each case to the extent related to activities on behalf of the Fund or a Fund investment; fees, costs and expenses incurred to purchase, implement, maintain and upgrade computer software and hardware for use in preparing and distributing the Fund’s financial statements, reports, tax returns and Schedules K-1 (or additional or similar tax-related schedules) and any other tax compliance and reports, as well as fees, costs and expenses incurred in connection with providing the limited partners on-line or electronic access to information and reporting relating to the Fund (including any upgrades and customizations related thereto); any principal, interest, fees, costs or other expenses incurred (including interest expenses) in relation to any borrowing or in connection with or incidental to the incurrence or refinancing of any credit facility or other indebtedness, loan servicing (assets and liabilities), guarantees or other obligations of the Fund permitted by the partnership agreement of each Fund;

the fees, costs and expenses of any hedging transactions; any fees, costs and expenses related to the making of temporary investments; any indemnification obligation and any other indemnity, contribution or reimbursement obligations of the Fund with respect to any person (including any placement agent), whether payable in connection with an action, claim, suit, investigation or proceeding by or before any court, arbitrator, governmental body or other agency involving the Fund or otherwise; fees, costs and expenses of attending industry conferences (including expenses related to travel) or obtaining third-party research, data, analytics, business intelligence (including any “expert networks”), modeling, structuring, pricing and execution services (including the fees, cost and expense of any subscriptions and any computer terminals for the delivery of such services) that are related to the Fund’s investment activities or maintenance, operation and administration (including any fees, costs and expenses incurred in obtaining industry or market data for purposes of benchmarking the investment performance history of the Fund, irrespective of whether such information is also used for the benefit of the General Partner, Cornell or any of their respective affiliates); the Fund’s share of any fees, costs and expenses of the types described above relating to an aggregator or similar vehicle formed for the purpose of investment by the Fund and coinvestors, including expenses that the Fund would otherwise not have borne but for the participation of co-investors (by way of example only and without limitation, the incremental aggregator-level auditing and reporting, accounting and other administrative expenses); and fees, costs and expenses incurred in connection with the termination, winding up and dissolution of the Fund.

Detailed information regarding the fees and expenses charged to each Private Fund is provided in the constituent documents of each Private Fund. Investors in a Private Fund should review all fees and expenses charged by Cornell, its affiliates, and others to fully understand the total amount of fees and expenses to be paid by the Private Fund and, indirectly, the investors in such a Private Fund. D.

Generally, management fees are payable quarterly, in advance. Cornell will generally be required to refund to the Private Fund any unearned management fees in respect of any quarterly period that is shorter than a full calendar quarter or in respect of which the Firm is not serving as the manager of the Private Fund.

E.

Cornell and/or supervised persons do not accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds.

opportunities will be allocated to a Private Fund in connection with investment guidelines and governing documents, as well as other factors that do not include the amount of performance based compensation received by Cornell or any Cornell personnel. Cornell also seeks to address this by careful vetting of investment opportunities by Cornell’s investment professionals, disclosure of investments to investors in each Private Fund by way of periodic reports, and the investment by a number of Cornell’s investment professionals in the Private Funds (in an effort to align Cornell’s and each Private Fund’s interests).

To qualify for the 3(c)(7) exemption, all investors in the privately offered funds are required to be “qualified purchasers” (as defined in the Investment Company Act) and must satisfy such other investor qualification requirements in order to satisfy applicable securities laws. In addition, the privately offered funds rely on Regulation D, promulgated under the Securities Act of 1933, which requires all investors to be “accredited investors”.

Investments in public companies are intended as investments, rather than trading positions. Potential investments undergo an intensive due diligence review process that includes an evaluation of the target company’s financial and strategic positioning, management team, commercial and industry factors, operations, accounting, and legal matters, as well as other customary diligence undertakings. Cornell may work with specialized professional service firms, third-party consultants, and other appropriate resources to identify and assess the investment risks specific to each investment. Investing in securities involves the risk of loss that clients should be prepared to bear.

B&C.

Investing in the Private Funds involves a number of risks. An investment in a Private Fund may be deemed a speculative investment and is not intended as a complete investment program. It is designed for sophisticated investors who fully understand and are capable of bearing the risk

of an investment in the respective Private Fund and are capable of bearing illiquidity for substantial periods of time. No guarantee or representation is made that a Private Fund will achieve its investment objectives or that investors will receive a return of their capital, and the investment strategy offered by Cornell could lose money over short or even long periods. With respect to any Private Fund, prospective and existing investors are advised to review the constituent documents and other materials for full details on each Private Fund’s investment, operational, and other actual and potential risks. The descriptions contained below are a brief overview of different material risks related to Cornell’s investment strategy and potential conflicts of interest that may arise in connection with the activities of Cornell and its affiliates, on the one hand, and the Funds on the other hand; however, it is not intended to serve as an exhaustive list or a comprehensive description of all risks and conflicts that may arise. Limited Number of Investments Some of the Firm’s Private Fund clients only make a single investment and, as a consequence, the returns realized by the investors in such a Private Fund would be adversely affected in a material manner by the unfavorable performance of such investment. No Assurance of Investment Return There is no assurance that the Private Funds 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 companies and transactions in which the Private Funds will invest. There can be no assurance that the Private Funds’ investment objectives will be achieved or that there will be any return of capital. Therefore, an investor should only invest in the Private Funds if the investor can withstand a total loss of its investment. Highly Competitive Market for Investment Opportunities The business of identifying and structuring private equity investments is highly competitive and involves a high degree of uncertainty. Cornell will be competing for investments with other investment funds, as well as individuals, financial institutions, other institutional investors, and strategic corporate investors. Over the past several years, an increasing number of investment funds have been formed with similar investment objectives to Cornell’s, and many such existing funds have grown in size. These and other investors may make competing offers for investment opportunities identified by Cornell which may affect Cornell’s ability to participate in attractive investment opportunities. Even where successful in executing a definitive agreement with respect to an investment opportunity, completing the transaction may be subject to conditions and uncertainties, only some of which are foreseeable or within Cornell’s control. In addition, the availability of investment opportunities generally will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate.

Changes in Law, Regulation and Government Policy The private funds industry has been subject to increasing governmental, legislative, and regulatory scrutiny in the United States and internationally, and that scrutiny has intensified in recent years. There is a continuing risk that regulatory agencies in the United States, Europe, or elsewhere could adopt burdensome laws or regulations — including tax laws — targeted at the private funds industry, or could change the interpretation or enforcement of existing requirements in ways that adversely affect the Funds, Cornell, or their respective affiliates. Regulatory requirements applicable to private fund advisers continue to evolve. Recent examples include amendments to Form PF that require additional reporting by private fund advisers, and amendments to Regulation S-P that require investment advisers to adopt written incident response programs and provide timely notification to affected individuals following qualifying data breaches. More broadly, Cornell, the Funds, and their portfolio companies are subject to existing and evolving laws, rules, and regulations relating to privacy, data protection, artificial intelligence, sanctions, foreign investment, international trade, and other matters. Compliance with these requirements may increase the costs borne by the Funds and the time and resources devoted by Cornell and its affiliates to compliance, reporting, monitoring, and related oversight. Changes in the interpretation, application, or enforcement of such requirements — or the adoption of new requirements — could materially and adversely affect the Funds, Cornell, their respective portfolio companies, and the ability of the Funds to pursue their investment strategies. The SEC's Division of Examinations has identified private fund advisers as a consistent examination priority, with particular focus on the accuracy and completeness of disclosures relating to fees, costs and expenses; conflicts of interest; valuation practices; portfolio management; and marketing. The SEC's 2025 and 2026 Examination Priorities specifically highlighted adviser-led secondary transactions and continuation vehicles, the allocation of expenses between advisers and the funds they manage, and consistency between advisers' disclosed practices and their actual operations as areas of heightened scrutiny. SEC enforcement actions and settlements involving U.S.-based private fund advisers have involved a number of issues, including undisclosed fee sharing arrangements with co-investors; the undisclosed disproportionate allocations of fees, costs and expenses to managed funds for services that benefited the applicable adviser but without cost to the adviser; the undisclosed allocation of transaction fees to co-investors to reduce the magnitude of management fee offsets; engagement in unregistered broker-dealer activities; the undisclosed allocation of fees, costs, and expenses related to unconsummated co-investment transactions (i.e., the allocation of broken deal expenses); undisclosed legal fee arrangements affording the applicable adviser with greater discounts than those afforded to funds advised by such adviser; the undisclosed acceleration of monitoring fees; the undisclosed calculation of permanently impaired assets in a manner that benefitted the applicable adviser by resulting in a higher management fee; related party transactions that were not properly disclosed or approved; and disclosures that did not accurately reflect the adviser's actual practices. Enforcement activity in this area has continued under successive SEC administrations and is expected to continue. Cornell is subject to periodic SEC examination, and there can be no assurance that any such examination will not identify deficiencies or weaknesses requiring corrective action, including changes to Cornell's practices, policies, or disclosures. If the SEC or any other governmental authority, regulatory agency, or similar body takes issue with the past or current practices of

Cornell or any of its affiliates, Cornell and/or such affiliates will be at risk for regulatory sanction. Even if an investigation or proceeding did not result in a sanction, or the sanction imposed was small in monetary amount, Cornell, the Funds, or their respective affiliates could be subject to adverse publicity relating to the investigation, proceeding, or imposition of any such sanction, which could have an adverse effect on Cornell's operations or performance. The current U.S. administration has introduced significant changes to economic policy, regulatory priorities, tax policy, and international trade relations, and further changes are anticipated. These shifts have created uncertainty with respect to the political, legal, tax, regulatory and administrative regimes in which clients and their portfolio companies, as well as clients and Cornell and its affiliates will operate. Any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the asset management industry, tax law, immigration policy and/or government entitlement programs during the term of clients could have a material adverse impact on the Funds and their investments. The effect of any future regulatory changes on the Funds and Cornell and its affiliates could be substantial and potentially adverse. Reliance on the Partners and Investment Professionals The successful investment by a Private Fund will depend upon, among other things, the skill and expertise of Cornell’s partners and Cornell’s other investment professionals. There can be no assurance any of the foregoing will continue to be associated with the Private Funds throughout the life of the Private Funds. The unavailability of Cornell’s partners or Cornell’s other investment professionals to manage the Private Funds could have a material adverse effect on the Private Funds or portfolio companies. Investors in the Private Funds will have no right or power to participate in the management, disposition, or other realization of any investment, the day-today operations of the Private Funds, or any other decisions regarding the Private Funds’ business and affairs. Investors should expect to rely solely on Cornell’s ability with respect to the Private Funds’ operations. Cybersecurity Cybersecurity incidents, cyber-attacks, and other breaches have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency and severity in the future, including due to the growing use of artificial intelligence and related technologies (“AI”). Cybersecurity risks for investment funds have increased significantly in recent years because of, among other things: the proliferation of internet and telecommunications technologies used to conduct financial transactions; the increased dependence of portfolio companies on internet-connected technologies susceptible to cybersecurity threats; the ability of investment managers to collect, maintain, and otherwise process confidential, proprietary, sensitive, personal, and other nonpublic information and data, including trade secrets and personal information relating to investors and their beneficial owners; and the increased sophistication of organized crime, hackers, terrorists, hacktivists, and other external parties, including foreign state actors and state-supported actors, whose capabilities may be further enhanced by the use of AI. Accordingly, Cornell, the Funds, and the portfolio companies have faced and will face cybersecurity threats that may result in unauthorized access to confidential, proprietary, sensitive, personal, and other nonpublic information and systems, including trade secrets and information regarding investment activities, or that may render data or systems

unusable, which could result in significant losses. The use of internet or cloud-based programs, technologies, and data storage applications generally heightens these risks. If any such events materialize, they could lead to losses of confidential or nonpublic information or capabilities essential to operations, and could have a material adverse effect on the reputations, financial positions, results of operations, or cash flows of Cornell, the Funds, and their portfolio companies, including through financial losses from remedial actions, loss of business, inability to process transactions, violations of applicable laws or regulations, regulatory penalties, potential liability, or the disclosure of limited partners’ personal information. Cornell, the Funds, and the portfolio companies may have to make significant investments to fix or replace compromised systems or to enhance their cybersecurity controls, and such remediation is likely to be timeconsuming and costly. The public perception that Cornell, the Funds, or any portfolio company has been the target of a cybersecurity threat — whether successful or not — could also have a material adverse effect on their reputations and could lead to financial losses from loss of business. Cybersecurity attacks are evolving and may be difficult to detect for long periods of time. Such attacks include, but are not limited to, computer viruses, malicious or destructive code, phishing attacks, ransomware, social engineering, deepfakes and AI-generated fraudulent communications, denial of service or information, attempts to gain unauthorized access to data, and improper access by employees or service providers, including events perpetrated by criminals or nation-state actors. These attacks could lead to disruptions in critical systems, network access, or business operations; unauthorized collection, monitoring, use, or release of confidential, personal, or other nonpublic information, including personal information relating to limited partners; or obstruction, deletion, loss, destruction, or corruption of information or data. Third parties, including criminal or nation-state actors, could also attempt to fraudulently induce a portfolio company or its personnel to disclose sensitive information — including through the use of AI-generated voice or video impersonation (deepfakes) — in order to gain access to information, accounts, funds, or other assets. Cornell and the portfolio companies could also be vulnerable to usage errors by their respective professionals, network and telecommunications failures, and power outages caused by catastrophic events. Cornell’s or a portfolio company’s controls, business continuity systems, and data security systems could prove to be inadequate, whether in internally developed systems or in systems of third-party service providers upon which they rely. Although Cornell, the Funds, and the portfolio companies have implemented various controls and measures designed to manage these risks, such measures could prove inadequate. This could lead to systems becoming inoperable for extended periods of time or ceasing to function, or a failure to adequately secure confidential, proprietary, sensitive, personal and other nonpublic information, including personally identifiable information of limited partners and beneficial owners of limited partners, and intellectual property and trade secrets. While Cornell performs cybersecurity diligence on its key service providers, if a service provider fails to maintain and adhere to adequate cybersecurity procedures or its systems are breached, information relating to client transactions or personal information of limited partners or investors may be lost or improperly accessed, used, or disclosed. Contractual limitations of liability with third-party service providers may not be adequate to protect Cornell, the Funds, or portfolio companies from liabilities arising from a cybersecurity threat. Cornell, the Funds, and the portfolio companies and third party service providers upon which they rely may seek to obtain insurance coverage for certain cybersecurity-related losses,

including cyber liability, data breach, and business interruption insurance. However, there can be no assurance that any such insurance will be available on commercially reasonable terms or at all, that the coverage obtained will be sufficient to cover the full extent of any losses incurred, or that the applicable insurers will not dispute, limit, or deny coverage with respect to any particular claim. The terms and availability of cybersecurity insurance have become increasingly restrictive as the frequency and severity of cybersecurity incidents have increased, and premiums for such coverage have risen substantially in recent years. Certain types of cybersecurity incidents — including those perpetrated by nation-state actors or those characterized as acts of war — may be excluded from coverage entirely. Accordingly, investors should not assume that insurance will meaningfully mitigate the financial impact of a cybersecurity incident on Cornell, the Funds, or any portfolio company. Artificial Intelligence The use of AI — including machine learning, large language models, generative AI tools, and other systems designed to collect, aggregate, analyze, or generate data, text, images, code, or other outputs — presents evolving and material risks to Cornell, the Funds, and their portfolio companies. Cornell has adopted policies governing the use of generative AI by its personnel, including restrictions on the input of confidential, proprietary, or material non-public information into AI tools. Notwithstanding those policies, the risks described below could materially and adversely affect the business, financial condition, or results of operations of Cornell, the Funds, and their portfolio companies. Cornell and its portfolio companies collect, use, and rely upon a wide range of data in connection with investment and operational activities, including in connection with the development and deployment of AI tools. The ability to effectively use AI depends in significant part on the quality, accuracy, and completeness of the underlying data, as well as the policies, systems, and practices governing how that data is acquired, validated, used, stored, protected, processed, and shared. Failure to manage data effectively may limit the ability of Cornell or a portfolio company to use AI tools to create value, manage risk, or adapt to changing business conditions. Cornell and its portfolio companies may use AI tools in connection with investment research, due diligence, portfolio monitoring, operations, communications, and other activities. There are significant risks associated with such use. AI algorithms could be flawed, insufficient, of poor quality, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be easily detectable. AI systems are also known to produce false or "hallucinatory" outputs, and users who rely on such outputs without adequate verification could make errors in judgment that adversely affect investment decisions or operations. The use of AI may also expose Cornell or a portfolio company to new or heightened legal, regulatory, or reputational risks, including risks related to equal opportunity laws, consumer protection, and intellectual property. Inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI, could impair the acceptance of AI solutions by portfolio companies or their customers, resulting in competitive harm, brand damage, or adverse financial results. If the AI solutions that Cornell or a portfolio company creates or uses are deficient, inaccurate or controversial, Cornell or such portfolio company could suffer operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on its businesses and financial results.

If Cornell or a portfolio company does not have sufficient rights to use the data or other material or content on which its AI solutions or other AI tools rely, Cornell or such portfolio company could also incur liability through the violation of applicable laws, third-party intellectual property, privacy or other rights, or contracts to which they are a party. If any employees, contractors, vendors or service providers use any third-party AI solutions in connection with the services they provide to Cornell or a portfolio company, it may lead to the inadvertent disclosure of confidential information, including into publicly available third-party training sets, which may impact such party’s ability to realize the benefit of, or adequately protect and enforce such party’s intellectual property or confidential information, harming such party’s competitive position and business. In addition, any content created by Cornell or a portfolio company using generative AI may not be subject to copyright protection which may adversely affect their intellectual property rights in, or ability to commercialize or use, any such content. The use of AI solutions has also resulted in, and may in the future result in, cybersecurity and data privacy breach incidents that implicate the personal or confidential information of users of such AI solutions. Regulation of AI is rapidly evolving across jurisdictions. In the United States, AI is subject to existing laws governing intellectual property, privacy, data protection, cybersecurity, consumer protection, competition, and equal opportunity, and new laws or regulatory guidance specifically targeting AI are actively being developed at the federal and state levels. In Europe, the EU Artificial Intelligence Act (the "AI Act"), which entered into force in August 2024, establishes a risk-based governance framework for AI systems with obligations applying in phases beginning in 2025. The AI Act imposes compliance obligations on providers and deployers of AI systems and prohibits certain AI uses outright. Cornell does not currently develop or place AI systems on the EU market and accordingly does not expect to be directly subject to the AI Act as a provider of AI systems. However, portfolio companies that operate in the EU, deploy AI in their products or operations, or serve EU customers or employees may be directly subject to the Act's requirements, including those applicable to high-risk AI systems, and compliance costs could be significant. In addition, to the extent that the AI Act or similar frameworks in other jurisdictions evolve to reach non-EU investment managers or advisers, Cornell may be required to assess and adapt its own AI-related practices. Because AI regulation is rapidly evolving and the legal frameworks across jurisdictions are inconsistent, it is not possible to predict all of the legal, operational, or technological risks that may arise, and such risks could materially and adversely affect the businesses, financial conditions, and results of operations of Cornell, the Funds and their portfolio companies. The SEC has brought enforcement actions against investment advisers that made false or misleading statements about their use of AI in their investment processes, finding such statements to constitute violations of the Advisers Act's antifraud provisions. Cornell may make statements about its use of AI in its investment process, marketing materials, or client communications. If any such statements are found to be inaccurate or misleading — including by overstating the role of AI or failing to disclose its limitations — Cornell could be subject to regulatory action. Cornell has adopted policies governing disclosures relating to its use of AI, and the CCO monitors the accuracy of such statements; however, there can be no assurance that such measures will be sufficient to prevent regulatory scrutiny or liability. AI-specific insurance products are nascent and their availability and scope are uncertain. Neither Cornell nor its portfolio companies may be able to obtain insurance coverage specifically

addressing AI-related losses, including liabilities arising from AI-generated errors, intellectual property claims relating to AI training data, or regulatory actions relating to AI use. To the extent that any such losses may arguably fall within the scope of existing cyber, errors and omissions, or general liability policies maintained by Cornell or a portfolio company, coverage is not assured and applicable insurers may dispute, limit, or deny such claims. Accordingly, investors should not assume that insurance will meaningfully mitigate the financial impact of AI-related risks on Cornell, the Funds, or any portfolio company. Privacy, Data Protection and Cybersecurity Laws and Regulations Cornell, the Funds and the portfolio companies are subject to regulations related to privacy, data protection and cybersecurity in the jurisdictions in which they do business. Compliance with current and future privacy, data protection and cybersecurity laws and regulations could significantly impact current and planned privacy, data protection and cybersecurity related practices of Cornell, the Funds and the portfolio companies and any of their respective affiliates, their respective collection, use, sharing, retention, safeguarding and other processing of personal information and some of their respective current and planned business activities. Any failure or perceived failure to comply with privacy, data protection and cybersecurity laws and regulations could result in fines, sanctions or other penalties, which could materially and adversely affect their results of operations and overall business, as well as have an impact on their reputation. As privacy, data protection and cybersecurity laws are implemented, interpreted and applied, compliance burdens could increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. For example, the European Union General Data Protection Regulation (EU 2016/679) (the “GDPR”) harmonizes national data protection laws across the EU and has been in force since May 2018, with enforcement by supervisory authorities across EU member states intensifying significantly in recent years, resulting in substantial fines against companies across a wide range of industries. The GDPR notably has extra-territorial reach, such that it applies to data controllers and data processors either with an establishment in the EU, or which offer goods or services to EU data subjects or monitor EU data subjects’ behavior within the EU. The regime imposes stringent operational requirements on both data controllers and data processors, and introduces significant penalties for non-compliance with fines of up to 4% of total annual worldwide turnover or €20 million (whichever is higher), depending on the type and severity of the violation. The GDPR has been incorporated into the domestic laws of the United Kingdom following the United Kingdom’s withdrawal from the EU (the “UK GDPR”). The UK GDPR has begun to diverge from the EU GDPR. The United Kingdom enacted the Data (Use and Access) Act 2025 (the "DUA Act"), which received Royal Assent in June 2025 and introduced modifications to the UK data protection framework, including more permissive rules on automated decision-making, a revised approach to legitimate interests, and a new standard for international data transfers. While the European Commission published a draft adequacy decision in July 2025 indicating that the UK framework remains broadly equivalent to EU standards — preserving the free flow of personal data between the EU and UK — the DUA Act's reforms introduce divergences that are expected to increase over time and could require Cornell and its portfolio companies to maintain parallel compliance programs. Even in their current, substantially similar form, the GDPR and UK GDPR can expose the clients, Cornell and the portfolio companies to divergent parallel regimes that may be subject to potentially different interpretations and enforcement actions for certain violations.

In the United States, at the federal level, Cornell, the Funds and the portfolio companies are subject to various laws and regulations, including those promulgated under the authority of the Federal Trade Commission which regulates unfair or deceptive acts or practices (including with respect to privacy, data protection and cybersecurity). Additionally, the Gramm-Leach-Bliley Act of 1999 (along with its implementing regulations) (collectively, the “GLBA”) restricts certain collection, storage, use, disclosure and other processing of personal information, requires notice to individuals of privacy practices and provides individuals with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally protected information. These rules also impose requirements for the safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines. The FTC has also issued significant amendments to its Safeguards Rule under the GLBA, which impose enhanced data security requirements on financial institutions, including requirements to implement written information security programs and to report certain data breaches to the FTC. The SEC adopted amendments to Regulation S-P in May 2024 which are now in effect and that require advisers to, among other things, adopt and implement an incident response program as part of their formal cybersecurity policies and procedures and report data breaches to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization within 30 days of becoming aware of such data breach. The United States Congress also is considering, and may in the future consider, various proposals for privacy, data protection and cybersecurity legislation. At the state level, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”) provides California residents with certain individual privacy rights and imposes privacy, data protection and cybersecurity obligations on covered companies. The CCPA requires covered companies to provide certain disclosures to California residents about such companies’ data collection, use, sharing and other processing practices and to provide California residents with ways to opt-out of certain sales or transfers of their personal information, and provides California residents with certain additional causes of action. As of the date of this brochure, comprehensive consumer privacy laws have been enacted in more than twenty states, including Virginia, Colorado, Connecticut, Texas, New Jersey, and New Hampshire, among others, with additional states expected to follow. These laws vary in their scope, definitions, and compliance requirements, and the multiplicity of state regimes creates the potential for conflicting obligations that may be difficult and costly to navigate simultaneously. In addition, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach, including the New York SHIELD Act. The cumulative effects of the GDPR, the UK GDPR, the CCPA and other applicable privacy, data protection and cybersecurity laws and regulations include an increased ability of individuals, relative to companies, to control the collection, monitoring, use, release, maintenance, disclosure and other processing of their personal information; increased obligations of companies to maintain the privacy and security of personal information; and increased exposure to regulatory action, litigation, fines, damages or reputational harm for companies that do not afford individuals their specified privacy rights, that experience data breaches, cybersecurity incidents or cyberattacks or that do not maintain privacy, data protection or cybersecurity

practices at certain required levels. The global data protection landscape continues to evolve rapidly, with particular uncertainty around cross-border data transfer mechanisms, AI-related data processing obligations, and the interaction between data protection laws and emerging technologies. Regulatory guidance on these issues is developing across jurisdictions and may impose additional or inconsistent requirements on Cornell and its portfolio companies, resulting in possible significant operational costs for internal compliance and business risks. Cornell, the Funds and the portfolio companies will endeavor to implement and maintain systems designed to promote compliance with the GDPR, the UK GDPR, the CCPA and these other laws and regulations, both those adopted to date and those that may be adopted in the future, but there can be no assurance that these systems will be effective in mitigating the business impact of individuals’ increased privacy rights or in ensuring compliance with the GDPR, the UK GDPR, the CCPA and such other laws. In the event of regulatory action, litigation, fines, damages or reputational harm due to noncompliance with such privacy, data protection and cybersecurity laws and regulations or a data breach, cybersecurity incidents or cyberattacks, there could be a business impact on Cornell, the Funds, portfolio companies or their affiliates. Financial and Business Risk Investments made by the Funds will generally involve a significant degree of financial and/or business risk. Portfolio companies may face competition, changing business or economic conditions, supply chain disruptions, input cost inflation, or other developments that may adversely affect their performance. Global supply chains have become increasingly vulnerable to disruption from geopolitical tensions, tariffs and trade restrictions, natural disasters, pandemics, and other events outside the control of portfolio companies, and such disruptions can materially affect a portfolio company’s ability to source materials, manufacture products, fulfill customer orders, and maintain margins. Certain of the Funds’ investments may be in businesses with little or no operating history. Portfolio companies may be highly leveraged and therefore may be more sensitive to declines in revenues, increases in expenses, adverse business, political or financial developments, or economic factors such as a significant rise in interest rates, a severe downturn in the economy, or deterioration in the condition of such companies or their industries. Business risks may be more significant in smaller portfolio companies or those that are embarking on a build-up or operating turnaround strategy. If, for any of these reasons, a portfolio company is unable to generate sufficient cash flow to meet principal or interest payments on its indebtedness or make regular dividend payments, the value of such Fund’s investment in such portfolio company could be significantly reduced or even eliminated. In addition, general fluctuations in the market prices of securities may affect the value of the investments held by the Funds. Instability in the securities markets may also increase the risks inherent in the Funds’ investments. ESG Considerations Cornell expects to take into account environmental, social and governance (“ESG”) factors when discovering, developing, negotiating, evaluating, acquiring, structuring, holding, carrying, monitoring, managing, and disposing of portfolio investments. Although compliance with such factors could result in higher ESG compliance expenses or costs or the forgoing of certain

opportunities, Cornell believes that ESG factors affect investment performance and effectively managing these issues can protect and enhance the long-term value of portfolio companies. There are no universally accepted ESG standards and not all investors in the Funds may agree on the appropriate ESG standards to apply in a particular situation. The General Partner of a Fund will apply ESG standards and considerations at its sole discretion. In either case, an adverse impact on the results of a Fund’s portfolio investments cannot be excluded. Illiquid and Long-term Investments The Private Funds’ investments will include investments in portfolio companies for which no public market may exist. Although the Private Funds’ investments may generate some current income, the return of capital and the realization of gains, if any, from the Private Funds’ investments will generally occur only upon the partial or complete disposition or refinancing of such investment. Generally, there will be no public market for the investments held by the Private Funds at the time of their acquisition. To the extent that the Private Fund’s investments are not publicly traded, the Private Funds may be unable to liquidate an investment for a significant period of time and may be unable to do so at a profit. Investments Longer than Term A Fund may make investments which may not be advantageously disposed of prior to the date such Fund will be dissolved, either by expiration of such Fund’s term or otherwise. Although Cornell expects that investments will be disposed of during a reasonable wind-up period following the dissolution of a Fund or be suitable for in-kind distribution during such wind-up period, a Fund may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as such Fund seeks to wind up its affairs. The broader private equity industry has experienced meaningfully extended hold periods in recent years, as higher interest rates, compressed credit availability, reduced IPO market activity, and a slowdown in strategic M&A have constrained traditional exit pathways. In the current environment, investments originally intended to be held for three to five years have in many cases been held for seven years or longer, and there can be no assurance that exit conditions will improve sufficiently to allow dispositions at valuations acceptable to the Funds within their stated terms. Follow-On Investments A Fund may be called upon to provide follow-on funding for its portfolio companies or may have the opportunity to increase its investment in such portfolio companies. There can be no assurance that such a Fund will wish to make follow-on investments or that it will have sufficient funds to do so. Any decision by a Fund not to make follow-on investments or its inability to make them may have a substantial negative impact on a portfolio company in need of such an investment or may diminish such Fund’s ability to influence the portfolio company’s future development. Recycling and Reinvestment The governing documents of certain Funds permit the General Partner to reinvest or "recycle" capital from realized proceeds — including proceeds from the sale, refinancing, or

recapitalization of portfolio investments — back into new or follow-on investments, rather than distributing such proceeds to limited partners. As a result, the total amount invested by a Fund over its life may exceed the Fund's aggregate capital commitments, and investors may experience a longer period before receiving distributions than they would if proceeds were distributed as received. Recycling creates certain conflicts of interest. Because the General Partner and its affiliates receive management fees based on invested capital or capital commitments, recycling may result in management fees being charged on capital that has already been returned to the Fund, depending on the methodology used and the terms of the applicable governing documents. In addition, the General Partner has discretion over whether to recycle proceeds or distribute them, and may have an incentive to recycle in order to extend the investment period, maintain the fee base, or deploy additional capital into investments that generate transaction fees or carried interest. Investors have limited ability to direct or challenge recycling decisions. Recycled capital is subject to the same investment risks as originally contributed capital, including the risk of total loss, and investors may not receive distributions they otherwise expected if recycled proceeds are lost in subsequent investments. The use of recycled capital may also affect the calculation of the preferred return, the timing of carried interest distributions, and the clawback obligation of the General Partner, depending on the terms of the applicable Fund documents. Prospective investors should review the relevant constituent documents carefully to understand the recycling provisions applicable to each Fund. Side Letters A Fund’s general partner expects from time to time to 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 a Fund or any subscription agreement of, such Fund. As a result of such Side Letters, certain investors may receive additional benefits that other investors will not receive, including, without limitation, with respect to the right to make additional capital commitments to such Fund or other funds affiliated with Cornell, the right to receive reports from such Fund on a more frequent basis or to receive reports that include information not provided to other investors (including valuation and other information relating to the investments of such Fund), the right to bear a reduced carried interest and/or management fee, the right to receive a rebate of a portion of any carried interest and/or management fee, the calculation of the clawback amount of such Fund’s general partner, the right to receive a share of the revenues and/or carried interest, the right to be excused from participating in certain investments, accommodations of regulatory, legal or tax considerations, which may include the right to withdraw from such Fund under certain circumstances and the restriction of voting rights with respect to “key person” votes and otherwise, and such other more favorable terms as may be negotiated between such Fund and such investor. The other investors will have no recourse against such Fund, such Fund’s general partner, or any of their affiliates in the event that certain investors receive additional or different rights or terms as a result of such Side Letters.

Use of Leverage The General Partner of a Private Fund is permitted to, directly or indirectly, through an investment vehicle or at the portfolio company level, incur a substantial amount of leverage in connection with the acquisition, ownership, financing or recapitalization of investments. Furthermore, the Private Fund may also incur indebtedness in connection with a working capital facility or otherwise, for the purpose of financing an investment or meeting other obligations prior to the receipt of capital contributions from limited partners. This leverage will increase the exposure of such investments to adverse economic factors such as significantly rising interest rates, severe economic downturns or deteriorations in the condition of the portfolio company or its industry. The percentage of leverage will vary depending on the Private Fund’s ability to obtain credit facilities and the lender’s and rating agencies’ estimate of the stability of the particular portfolio company’s cash flow. The Private Fund or the portfolio company may be required to maintain minimum average cash balances in connection with borrowings under a credit facility. In the event a portfolio company is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of the investment in the portfolio company could be reduced significantly or even eliminated. The return on investments may be reduced to the extent that changes in market conditions increase the cost of financing relative to the income that can be derived from the assets acquired. In addition, use of leverage may cause the Private Fund to prematurely harvest investments and may have potential adverse tax consequences. Borrowings under a proposed credit facility may be secured by, among other things, the interests in the Private Fund, assets of the Private Fund, including the limited partners’ obligations to make capital contributions. Any inability of the Private Fund to repay such borrowings could enable a lender to take action against any limited partner in order to require a limited partner to fund its entire remaining capital commitment to account for such shortfall. Fees and expenses incurred by a Private Fund in connection with any such leverage, including any interest payments, will be borne by such Private Fund. Borrowings by a Private Fund have the potential to diminish returns (or increase losses on capital) to the extent overall returns are less than the Private Fund’s cost of funds. The extent to which a Private Fund uses leverage may have the following consequences, among others, to the investors in the Private Fund: (i) greater fluctuations in the net asset value of the Private Fund’s assets; (ii) use of cash flow (including capital contributions) for debt service; (iii) to the extent that Private Fund’s revenues are required to meet principal payments, the investors may be allocated income (and therefore tax liability) in excess of cash distributed; (iv) in certain circumstances, the Private Fund may be required to dispose of the investment at a loss or otherwise on unattractive terms in order to service its debt obligations or meet its debt covenants; and (v) the use of leverage can, under certain circumstances, limit the ability of the General Partner of a Private Fund to consent to transfers of investors’ interests in the Private Fund. There can be no assurance that a Private Fund will have the sufficient cash flow to meet its debt service obligations. As a result, the Private Fund’s exposure to foreclosure and other losses may be increased due to the illiquidity of its investments. Reliance on Management of Operating Companies Cornell expects to obtain rights to participate substantially in the conduct of the management of many of the Funds’ portfolio companies. Cornell will monitor the performance of investments in operating companies either through interaction with the board of directors of the company

and/or by maintaining an ongoing dialogue with the company’s management team. However, management will be primarily responsible for the operations of the company on a day-to-day basis. Although it is the intent of the Funds to invest in companies with strong operating management, there can be no assurance that the existing management team, or any new one, will be able to operate the company successfully. In addition, the designation of representatives and other measures contemplated could expose the assets of a Fund to claims by a portfolio company, its security holders, and its creditors, including claims that such Fund is a controlling person and, thus, liable for securities laws and other legal violations of a portfolio company. These measures also could result in certain liabilities in the event of the bankruptcy or reorganization of a portfolio company and could result in claims against a Fund if the designated directors violate their fiduciary or other duties to a portfolio company or fail to exercise appropriate levels of care under applicable corporate or securities laws, environmental laws or other legal principles and could expose a Fund to claims that it has interfered in management to the detriment of a portfolio company. While Cornell intends to operate the Funds in a way that will minimize the exposure to these risks, the possibility of successful claims cannot be precluded. Outbreaks of Infectious or Contagious Diseases The COVID-19 pandemic caused market volatility and disruption, and future such pandemics or other widespread public health emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which could cause a significant or total loss of the Funds’ or the portfolio companies’ values. Outbreaks of infectious disease, pandemics and other widespread public health events may adversely affect the Funds, portfolio companies and counterparties by disrupting operations, reducing demand, impairing supply chains, restricting travel, increasing financing, labor or input costs, contributing to market volatility and reducing liquidity. Such events may also adversely affect Cornell’s ability to source, diligence, execute, monitor, finance and exit investments. The timing, severity and duration of any such events, and their ultimate effect on the Funds and portfolio companies, are inherently uncertain. Uncertain Economic, Social and Political Environment Consumer, corporate and financial confidence could be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts (such as the conflicts as described below in International Conflicts), localized or global financial crises, virus or disease epidemics (such as the COVID-19 pandemic, as described in Outbreaks of Infectious or Contagious Diseases above) or other sources of political, social or economic unrest. Such erosion of confidence could lead to or extend a localized or global economic downturn. A climate of uncertainty could reduce the availability of potential investment opportunities and increase 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 could have an adverse effect on the economy generally and on the ability of Funds and their portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This could slow the rate of future investments by Funds and result in longer holding periods for portfolio companies. Furthermore,

such uncertainty or general economic downturn could have an adverse effect upon the Funds and their investments. Prospective investors should note that the current political climate in the U.S. creates uncertainty with respect to, and could potentially lead to, an overall shift in the legal, tax, administrative and regulatory regimes in which the Funds and Cornell and its affiliates will operate. Legal, administrative, regulatory and tax changes, wherever they occur, could increase the cost of acquiring, holding or divesting investments, negatively affect the profitability of enterprises, and increase the cost of operating. Additional regulation could also increase the risk of third-party litigation. In addition to the increased uncertainty regarding the future of such legal, tax, administrative and regulatory regimes, any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the asset management industry, tax law, immigration policy and/or government entitlement programs during the term of Funds could have a material adverse impact on Funds and their investments. Political Risks The political systems of many countries in the emerging markets have been undergoing a variety of transitions. The developing political systems of emerging markets countries are susceptible to civil and ethnic unrest and wars, popular dissatisfaction with privatization efforts, abrupt changes in political and economic power, and changes in government institutions and policies, any of which could adversely affect private investors. The process of political development is ongoing, and investors should bear in mind that the outcome is unpredictable. Actions in the future of one or more of the governments of the countries in the emerging markets could have a significant effect on the economy of such country, which could in turn adversely affect private sector companies, market conditions, and prices and yields of securities in the Private Funds’ portfolios. Political and economic instability in emerging markets could adversely affect the Private Funds’ investments. Economic or diplomatic sanctions may be in place or may be imposed in or with respect to, certain countries in which Private Funds invest or in which portfolio companies do business, which is likely to limit the liquidity of the affected investments or negatively impact the value of the Private Funds’ investments. Private Funds may be subject to the risk of the possibility of expropriation or confiscatory taxation with respect to investments in certain countries. Restrictions imposed or actions taken by foreign governments could include exchange controls, seizure or nationalization of foreign deposits or securities accounts, and adoption of other governmental restrictions that could adversely affect the prices of securities held by Private Funds or the ability to repatriate profits on investments or even the capital invested, which could adversely impact Private Funds. Investments in such circumstances are speculative and involve the potential loss by an investor of the entire amount invested. Despite the risks involved, Cornell does not intend to obtain political risk insurance. International Conflicts International conflicts, such as the ongoing military conflicts between Russia and Ukraine, the conflict between Israel and Hamas and the hostilities involving Iran, have caused disruption to global financial systems, trade and transport, among other things. In particular, the conflict with Iran has resulted in a disruption of the transport, including through the Strait of Hormuz, of crude

oil, liquefied natural gas, refined oil products, chemicals and fertilizers originating from Gulf nations such as Saudi Arabia, Kuwait, UAE, Qatar, Iraq and Iran. Such disruptions have resulted in, among other things, significant increases in energy prices and affected the cost and availability of shipping insurance. In response, multiple other countries have put in place global sanctions and other severe restrictions or prohibitions on the activities of individuals and businesses connected to certain countries involved. However, the ultimate impact of these conflicts and the effect of each on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds, the portfolio companies or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These military conflicts could have a significant adverse impact and result in significant losses to Cornell, the Funds or the portfolio companies. This impact could include reductions in revenue and growth, unexpected operational losses and liabilities and reductions in the availability of capital. It could also limit the ability of the Funds to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy the respective Funds intend to pursue, all of which could adversely affect the respective Funds’ ability to fulfill their investment objectives. Global Tariff and Trade Policy Risk The global trade environment has become increasingly uncertain as a result of the imposition and threatened imposition of tariffs, export controls, import restrictions, and other trade barriers by the United States and its trading partners. Beginning in 2025, the United States implemented significant increases in tariff rates on goods imported from a broad range of countries, and a number of those countries have adopted or threatened retaliatory measures affecting U.S. exports. The scope, duration, and ultimate resolution of these measures remain highly uncertain, and the policies of the current U.S. administration with respect to international trade have introduced a level of volatility into global markets that is difficult to model or predict. Tariffs and trade restrictions can adversely affect the Funds and their portfolio companies in a number of ways, including by increasing input costs and reducing margins for companies that rely on imported goods, components, or materials; disrupting established supply chains and sourcing arrangements; reducing demand for products sold in markets subject to retaliatory measures; creating uncertainty that delays investment decisions by portfolio companies or their customers; and affecting the availability and cost of financing. The impact may be disproportionate for portfolio companies that manufacture in, source from, or sell into jurisdictions subject to elevated tariffs, or that operate in industries — such as manufacturing, industrials, consumer goods, healthcare, and technology — that are particularly exposed to cross-border trade flows. In addition, tariff and trade policy uncertainty may affect the broader macroeconomic environment in which the Funds operate, including through inflationary pressure, currency volatility, changes in interest rates, and reduced consumer and business confidence, each of which could adversely affect the value of the Funds' investments or the ability of portfolio

companies to execute their business plans. There can be no assurance that current trade policies will not escalate further, that new tariff measures will not be imposed on sectors or geographies in which the Funds have investments, or that any trade disputes will be resolved in a manner that does not have an adverse effect on the Funds, their portfolio companies, or the broader markets in which they invest. Cornell cannot predict the direction of trade policy or its ultimate impact on any particular portfolio company or investment, and investors should be prepared for material disruption to the operating environment of the Funds' portfolio companies as a result of trade policy developments. Tensions between the United States and China Rising political tensions between the United States and the People’s Republic of China (“PRC”) could reduce levels of trade, investments, technological exchanges and other economic activities between the two major economies, which would adversely affect global economic conditions and the stability of global financial markets. In addition to its headquarters in New York, Cornell maintains an office in Hong Kong and its investment strategy includes an evaluation of investments that have cross border opportunities in North America and Asia, including the PRC. Hong Kong is a special administrative region of the PRC. Since the enactment of the National Security Law in 2020, Hong Kong’s political and legal environment has changed materially. The United States government has determined that Hong Kong is no longer sufficiently autonomous from the PRC to justify differential treatment under U.S. law, and has taken steps accordingly, including revoking Hong Kong’s special status under U.S. trade and economic regulations. Additional restrictions, sanctions, or regulatory actions affecting Cornell’s Hong Kong operations, personnel, or investment activities could be imposed and could have a material adverse effect on Cornell’s ability to operate its Hong Kong office, source investments in the region, or manage investments with exposure to Hong Kong or the PRC. The current political climate has intensified concerns about a potential trade war between the PRC and the United States, as each country has imposed tariffs on the other country’s products. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of the PRC’s export industry, which could have a negative impact on the Private Funds’ portfolio companies. United States companies that source material and goods from the PRC and those that make large amounts of sales in the PRC would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the outcome of the trade tensions and the potential for a trade war could cause the United States dollar to decline against other safe haven currencies, such as the Japanese Yen and the Euro. Tensions between the United States and the PRC with respect to international trade policy, human rights and relations with Taiwan and Russia may result in the imposition of tariffs, export controls or economic sanctions, the application of which may affect Hong Kong. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future. In addition, if the operations of the Private Funds’ portfolio companies and/or their customers and suppliers or other counterparties were restricted in the PRC, the Private Funds’ and portfolio companies’ businesses, financial condition, and results of operations would be adversely affected.

Developments with Respect to Social Networks, Message Boards, and Other Means of Mass Communication The use of social networks such as Meta (Facebook and Instagram), X (formerly called Twitter), LinkedIn, and TikTok, message boards such as Reddit, podcasts, and AI-generated content platforms, and other internet channels 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 relying on traditional media intermediaries. Information often spreads rapidly across large segments of the U.S. and global population, frequently without any independent verification as to its accuracy, which has led to the spread of misinformation in many cases. The increasing use of AI-generated content — including deepfakes, synthetic audio and video, and algorithmically amplified narratives — has further accelerated the speed and scale at which inaccurate or misleading information can propagate, and has made it more difficult for consumers and investors to distinguish authentic communications from fabricated ones. The spread of information or misinformation regarding the Funds, Cornell and the portfolio companies or their respective affiliates could result in material and adverse effects on any of the foregoing. Furthermore, certain administrators of or other service providers to social networks, message boards, app stores, websites, and other internet outlets have taken actions to ban, block, verify, or censor the content disseminated on their networks. The regulatory environment governing such content moderation decisions has evolved significantly, with certain jurisdictions — including the European Union under the Digital Services Act — imposing affirmative obligations on large platforms to remove illegal content and assess systemic risks, while other jurisdictions, including the United States, have moved to reduce restrictions on platform liability and content moderation obligations. Changes in the regulatory treatment of content moderation, or policy decisions by platforms to alter their moderation practices, could affect the degree to which false or harmful information about the Funds, Cornell, or portfolio companies is amplified or suppressed. Such actions, or similar actions taken by government regulators or courts, could negatively affect the Funds, Cornell and the portfolio companies or their respective affiliates (e.g., if a portfolio company were to face public backlash or regulatory penalties for taking such actions, or if a portfolio company were itself the subject of such a ban). In addition, the debt or equity securities of the portfolio company or their affiliates could become the subject of speculation, including speculation stemming from posts on websites, applications, widely followed social networks or message boards such as Reddit. The rise of retail investor communities and coordinated trading activity organized through social media platforms has demonstrated that social media-driven speculation can result in rapid and severe price dislocations in publicly traded securities that bear little relationship to fundamental value. Such speculation could result in volatility in the prices of such securities, disruptions in capital availability for, or of the operations of, such portfolio company and/or short-term or long-term losses for such portfolio company, their affiliates and the Funds. In addition, reputational harm arising from social media campaigns — whether or not based on accurate information — can affect portfolio companies' relationships with customers, employees, regulators, and counterparties in ways that are difficult to anticipate or mitigate, and the speed at which reputational events can escalate in the current media environment may limit the ability of Cornell or any portfolio company to respond effectively.

Restrictions on Transfer or Withdrawal The interests in the Funds represent highly illiquid investments and should only be acquired by investors able to commit their funds for an indefinite period of time. Investors will not be permitted to transfer their interests in the Funds without the consent of the relevant Fund general partner. Furthermore, the transferability of such interests will be subject to certain restrictions contained in the governing documents of a Fund and the subscription agreements for such Fund and may be affected by restrictions on resales imposed under federal and state securities laws. A public market does not currently exist for interests in the Funds and one is not expected to develop. Investors may not withdraw capital from a Fund. Consequently, an investor may not be able to liquidate its investment prior to the completion of the winding-up of a Fund. Business with Portfolio Companies and Investors A portfolio company of a Fund (including any officer of such portfolio company) could from time to time provide services to another portfolio company of such Fund or to another pooled investment vehicle and/or client account managed by Cornell (including co-investment vehicles) (which portfolio company could be charged for such service), or to Cornell, such Fund’s general partner or their affiliates. Such arrangements are intended to be entered into on an arm’s-length basis as the parties deem appropriate. In addition, Cornell or its affiliates could from time to time utilize the services of one or more investors and their affiliates on an arm’s-length basis, as the parties deem appropriate. Carried Interest A General Partner’s carried interest with respect to a Private Fund could create an incentive for such a General Partner to make more speculative investments for such a Private Fund than it would otherwise make in the absence of such performance-based arrangements. In addition, the method of calculating a General Partner’s carried interest could result in conflicts of interest between such a General Partner, on the one hand, and the limited partners of the applicable Private Fund, on the other hand, with respect to the management and disposition of investments, including the timing and sequence of such dispositions. Holding Period for Carried Interest Each General Partner is an entity that is treated as a partnership for U.S. federal income tax purposes, and it is expected that the members of each Private Fund’s investment team will hold direct or indirect equity interests in the General Partner of such Private Fund. In general, the character of the income allocated to a General Partner by the applicable Private Fund as carried interest will flow through to the owners of the General Partner. However, while gain from the sale of a capital asset is generally treated as long-term capital gain if the asset has been held for more than one year at the time of disposition, gain that is allocated as carried interest will generally be treated as long-term capital gain only if the relevant asset has been held for more than three years at the time of the disposition. Long-term capital gain recognized by an individual is subject to U.S. federal income tax at rates that are substantially lower than the rates applicable to ordinary income and short-term capital gain. As a result, conflicts of interest could arise between the interests of the direct and indirect

owners of the General Partners, on the one hand, and the interests of the limited partners of the Funds, on the other hand, in connection with the General Partners’ investment-related determinations. Specifically, the direct or indirect owners of a General Partner may have an incentive to cause the applicable Fund to hold an investment for more than three years, even if a favorable disposition opportunity arises prior to that time, or to make other decisions intended to mitigate the consequences of the rule applicable to gain that is allocated as carried interest, including decisions with respect to the discovery, development, negotiation, evaluation, acquisition, structuring, restructuring, holding, carrying, monitoring, management, disposition or monetization of investments. Prospective investors should expect that a General Partner’s determinations could be influenced, in part, by the tax treatment of capital gain that is allocated as carried interest. Other Fees Cornell or its affiliates or employees expect to receive (i) fees or amounts paid in connection with the acquisition, termination, cancellation, or abandonment of any Fund investment or proposed Fund investment that is not ultimately consummated, including any transaction, closing, advisory, “break-up” or “topping” fees and (ii) fees paid by a portfolio company or any affiliate of a portfolio company, including any monitoring fees, advisory fees, director’s fees or consultant fees. When any of the above fees arise from a transaction where a Fund invested, or proposes to invest, alongside co-investors (including management or service providers participating in any incentive compensation plan), the amount of such fees that are allocable to such Fund will be determined in good faith by the Fund general partner, based on the Fund’s equity or other applicable ownership percentage of the portfolio company (or affiliate of the portfolio company) with respect to which such fee is received or the Fund’s proposed equity or other applicable ownership percentage of the applicable proposed Fund investment, in each case taking into account ownership interests held by any co-investor and by management or service providers participating in any incentive compensation plan (with the satisfaction of any vesting or performance criteria applicable to any such ownership interests being determined in good faith by the Fund general partner). As a result, the portion of any Transaction Fee or Monitoring Fee allocated to a Fund for purposes of calculating the management fee offset will reflect only such Fund’s proportionate share of the overall ownership of the portfolio company, and not the full Transaction Fee or Monitoring Fee earned. Accordingly, Cornell or its affiliates are expected to receive and retain fees that are allocable to such other co-investors (other than such Fund) that will not reduce the obligations of the investors of such Fund to make capital contributions in respect of management fees. Diverse Membership The investors of the Funds are expected to include taxable and tax-exempt entities and persons from jurisdictions outside of the United States. Such persons will have conflicting investment, tax, and other interests with respect to their investments in a Fund. The conflicting interests of individual investors will relate to or arise from, among other things, the nature of investments made by a Fund, the structuring or the acquisition of investments, and the timing of disposition of investments. As a consequence, conflicts of interest will arise in connection with the decisions made by Cornell, including with respect to the nature or structuring of investments that could

be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for the Funds, Cornell will consider the investment and tax objectives of the Funds and their partners as a whole, not the investment, tax, or other objectives of any investor individually. Allocation of Investment Opportunities Cornell will conduct the investment programs of certain Private Funds in a similar manner. Accordingly, there are expected to be investment opportunities that are suitable to one or more of the Private Funds. Cornell will make allocation decisions between or among the relevant Private Fund in its discretion, consistent with its fiduciary duties and contractual commitments, and taking into account the respective investment programs, current portfolios, and available capital commitments of such Private Funds (and any other factors it may deem relevant). Co-Investment Opportunities Cornell expects to exercise its discretion to offer one or more investors or third parties certain opportunities to co-invest with a Fund (“Co-Investment Opportunities”) on such terms as may be agreed among such parties. The allocation of any such Co-Investment Opportunities will not necessarily be in proportion to the commitments of such investors, could involve different terms and fee structures, and could reduce the amount the Fund might otherwise be capable of investing. In these cases, while Cornell will seek to act in the best interest of the applicable Funds, it could be argued that a Fund received a smaller allocation in the particular investment than it otherwise would have received if Cornell had not provided the third party with the CoInvestment Opportunity. In using its discretion to make Co-Investment Opportunity allocations, a Fund general partner will consider any factors it deems relevant in determining such allocations, including, without limitation, the potential co-investors size, sophistication, tenure as an investor with Cornell generally, commitment to making co-investment funds available, ability to consummate Co-Investment Opportunities within a specified time frame, interest in pursuing Co-Investment Opportunities or Fund investments or strategic expertise. From time to time, in order to facilitate the acquisition of a portfolio company, a Fund will also make (or commit to make) an investment in such company with a view to selling a portion of such Fund’s interest in the applicable Fund investment to co-investors after the consummation of the Fund’s investment. In such event, the Fund will bear the risk that any or all of the excess portion of such investment is unable to be sold or is only able to be sold on less favorable terms and that, as a consequence, the Fund would hold a larger than desired investment in such portfolio company, or could realize lower than expected returns from such Fund investment. The Fund will also bear the risk that any co-investors acquiring a portion of a portfolio company after closing could acquire such interest on terms that do not reflect the then-current value of the portfolio company. In addition, the Fund could borrow to fund the portion of a Fund investment that it intends to sell to co-investors. If the prospective co-investors do not ultimately invest in the portfolio company or if the Fund seeks to, but is unable to sell or dispose of a portion of the Fund’s interest in a particular Fund investment, the Fund will bear the interest and other expenses relating to any such borrowings, as well as the various fees, costs, and expenses related to such Fund investment. Even if prospective co-investors ultimately invest in the portfolio company, they could refuse to bear any portion of the interest or other expenses related to such borrowings, as well as any of the other various fees, costs, and expenses related to such Fund

investment. The Fund general partner will generally seek to charge co-investors “cost of carry” on the amounts paid by co-investors for such warehoused investments, although co-investors will be free to determine whether or not they agree to bear such “cost of carry”, even if the Fund general partner determines that it should be charged. In such cases, the Fund general partner can determine in its discretion to syndicate such investment to co-investors without charging any such “cost of carry.” The proceeds of the sale of any such warehoused investment, including any “cost of carry” collected by the Fund, will be distributed pursuant to the Fund’s distribution waterfall. Certain fees, costs, and expenses will be incurred for the benefit of the Fund and the benefit of co-investors. Any such fees, costs, and expenses incurred for the benefit of the Fund and coinvestors in respect of any completed Fund investment and not reimbursed by the applicable portfolio company will be borne entirely by the Fund unless such co-investors agree otherwise. For example, co-investors are generally not obligated to contribute additional amounts toward their share of the applicable portfolio company’s fees, costs, and expenses, including liabilities and obligations. The foregoing also applies to guarantees provided by the Fund to secure portfolio company obligations. In such cases, the entirety of the financial burden of such guarantees will be borne by the Fund and not the co-investors, unless such co-investors agree otherwise. In addition, co-investors will generally not bear any portion of any unreimbursed “broken-deal” expenses and, to the extent not borne by such co-investors, such fees, costs, and expenses will instead be borne by the Fund. The terms of any Co-Investment Opportunity, including any management fees, the carried interest, and the reimbursement for the expenses applicable to such Co-Investment Opportunity, if any, will be negotiated by the Fund general partner and the potential co-investor on a case-by-case basis in their respective sole and absolute discretion. Such co-investments might not be subject to management fees, carried interest, or the reimbursement of expenses for the benefit of the Fund general partner, Cornell, or either of their respective affiliates, or could be subject to different or differently calculated management fees, carried interest or reimbursements for expenses for the benefit of the Fund general partner, Cornell or either of their respective affiliates, in any event, as compared to what the investors are subject to under the Fund’s governing documents, and could be subject to commitment fees, transaction fees, administrative or accounting fees and other similar fees in the sole discretion of the Fund general partner for the benefit of the Fund general partner, Cornell or either of their respective affiliates. Therefore, it is possible that certain terms and fee structures offered with respect to these CoInvestment Opportunities to co-investors could be more favorable than those offered to investors in the Fund. Participation by an investor in a Co-Investment Opportunity, whether directly or through a coinvestment vehicle, will be entirely the responsibility and investment decision of such investor, and none of the Fund, the Fund general partner, Cornell, or any of its affiliates will assume any risk, responsibility or expense, or be deemed to have provided any investment advice, in connection therewith.

Continuation Vehicles Cornell could sponsor on behalf of one of its Funds a transaction in which limited partners are provided the opportunity to sell all or a portion of their interests in such Fund and/or their indirect interests in one or more assets of such Fund (the “Transaction Assets”) to a newly formed entity (a “Continuation Vehicle”) capitalized by one or more secondary buyers, controlled by the general partner of such Fund (or an affiliate) and for which the investment manager of such Fund (or an affiliate) serves as investment manager. Cornell, the general partner of the relevant Fund, the investment manager of such Fund, and one or more of their respective affiliates sponsoring any such Continuation Vehicle Transaction (collectively, the “CV Transaction Parties”) will have interests that differ from, or that conflict directly or indirectly with the interests of, one or more (or all) of the limited partners of such Fund, and such interests are likely to give rise to incentives for the CV Transaction Parties. By way of example only, the CV Transaction Parties will be incentivized to seek the highest selling price for the Transaction Assets to de-risk and receive carried interest in respect of the Transaction Assets being sold to the Continuation Vehicle. However, this incentive will conflict with the relevant general partner’s desire to seek a lower price for the benefit of the Continuation Vehicle to increase the potential for more carried interest out of the Continuation Vehicle in the future (an incentive that itself will be exacerbated if the carried interest rate negotiated with the secondary buyers is higher than the carried interest rate of the Fund). Such conflicts could be mitigated or exacerbated by the fact that the sale of the Transaction Assets will generally result in the current or future management fees chargeable by the Fund to decrease as a result of the disposition of the Transaction Assets to the Continuation Vehicle – a conflict further complicated by the fact that the creation of a Continuation Vehicle is likely to result in additional management fees for the investment manager of such Fund or one of its affiliates from such vehicle. In addition, the CV Transaction Parties could receive transaction fees upon sale of the Transaction Assets and during the life of the Continuation Vehicle, which could incentivize them to act in favor of the Continuation Vehicle. There can be no assurance that all of a Fund’s vehicles or limited partners will be offered the opportunity to participate in a CV Transaction or that all of a Fund’s vehicles or limited partners would receive (or have access to) the same amount of information about the CV Transaction as other of the Fund’s vehicles or limited partners, or as the secondary buyers. Conflicts with Portfolio Companies Cornell investment professionals are expected to serve as directors of certain portfolio companies and, in that capacity, will be required to make decisions that they consider to be in the best interests of the portfolio company and all of its stakeholders. In certain circumstances, for example in situations involving bankruptcy or near-insolvency of the portfolio company, actions that may be in the best interest of the portfolio company may not be in the best interests of a Fund, and vice versa. Accordingly, in these situations, there will be conflicts of interests between such an individual’s duties as an officer or employee of Cornell and such individual’s duties as a director of the portfolio company. In general, such positions are important to a Fund’s investment strategy and could have the effect of enhancing the ability of Cornell to manage investments. However, such positions could also have the effect of impairing the ability of Cornell to cause such Fund to sell the related securities when, and upon the terms, it otherwise desires. In addition, such positions could place Cornell personnel in a position where they must

make a decision that is either not in the best interests of such Fund or not in the best interests of the shareholders of the portfolio company. Should such personnel make a decision that is not in the best interest of the shareholders of a portfolio company, such a decision could subject Cornell and such Fund 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 addition, because of the potential conflicting duties, Cornell could be restricted in choosing portfolio investments, which could negatively impact returns received by the Fund. Use of Advisors, Senior Advisors and Other Service Providers The Funds and their portfolio companies will engage certain advisors and other service providers (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, investment firms, and investment or commercial banking firms) that will also provide services to or have a business, personal, financial or other relationships with Cornell or its affiliates. Such advisors and service providers will in some cases be investors in a Fund, affiliates of Cornell, sources of investment opportunities, or co-investors or commercial counterparties. Cornell intends to select these advisors and other service providers based on a number of factors, including expertise and experience, knowledge of related or similar products, quality of service, reputation in the marketplace, and price. These service providers will have business, financial, or other relationships with Cornell, which could influence Cornell’s selection of these service providers for the Funds. The Funds are expected to pay customary compensation to the advisors and other service providers selected by Cornell, which could charge different rates to different recipients based on the specific services provided, the personnel providing the services, or other factors. As a result, the rates paid with respect to these advisors and other service providers by a Fund or its portfolio companies, on the one hand, could be more or less favorable than the rates paid by Cornell or its affiliates on the other hand. It is possible that during the course of their engagement by the Funds, such advisors or other service providers could also provide advice or services for the benefit of Cornell, which would not be separately tracked, and Cornell would not bear its allocable portion thereof. Cornell has retained certain senior advisors, and expects to retain additional senior advisors, to garner the insights and connections of experienced industry executive members with a broad network and expertise relevant to the Funds’ investments. The senior advisors will have the opportunity to become limited partners in the Funds, and Cornell expects to waive the management fee and the carried interest with respect to the senior advisors. Senior advisors will serve as directors, advisors or consultants of, or otherwise provide services to, a portfolio company of the Funds and will provide services to the Funds. The General Partners will also determine the nature, form and amount of compensation of any such senior advisor, the nature of which can be performance-based or not performance-based, and which, for any period, can be fixed (regardless of the amount of work performed by the senior advisor during such period) or variable (depending on the amount of work performed by the senior advisor during such period). Senior advisor compensation can include cash compensation (i.e., salary and/or bonus), securities, options, profits interests, one-time or periodic fees (including retainer fees, engagement fees, success-based fees or board fees), expense reimbursements, co-investment rights with respect to one or more portfolio investments, employee benefits or other similar forms of compensation, whether paid in cash or in kind. Senior adviser fees and expenses will generally be borne by the Funds, and in certain instances may be borne by specific portfolio

companies. Accordingly, conflicts will arise between such individual’s duties as a director, advisor or consultant of a portfolio company and its interests as a service provider and/or limited partner of the Funds. Senior adviser fees and expenses will not be considered Transaction Fees for purposes of the management fee offset. Because the fees, costs and expenses associated with the engagement, retainer or employment of a senior advisor will generally not be borne by the General Partners, Cornell or any of their respective affiliates, Cornell will have an incentive to engage a prospective Cornell employee as a senior advisor, rather than as a Cornell employee. This incentive is heightened by the flexibility afforded to the General Partners and Cornell in connection with how to structure any such engagement, retainer or employment, which will include permitting such executive to exhibit indicia similar or comparable to that of a Cornell employee (by way of example, but not limitation, allowing such senior advisors to possess business cards containing the name or logo of Cornell, allowing them to possess and use computer hardware, a mobile telephone, a dedicated telephone number (or extension), or an electronic mail address similar to ones used by other Cornell employees; permitting them access to (and use of) Cornell’s office space and office files (including electronic files); and permitting them to attend the manager’s investment committee meetings). The General Partners intend to make all senior advisor engagement, retainer or employment decisions in good faith and only to the extent that any such senior advisor possesses substantial, significant or otherwise relevant experience or expertise to serve as consultants to the General Partners, the Funds or any portfolio company. Portfolio Concentration Although the constituent documents of a Fund may limit the percentage of capital commitments that will be invested in any single portfolio company, diversification is generally not a requirement of any Fund. Accordingly, a Fund’s investments could include a small number of large positions. While this portfolio concentration can enhance total returns to the limited partners in the Fund, if any large position has a material loss, then returns to the limited partners will be lower than if they had invested in a well-diversified portfolio. Litigation Risk The General Partners and Cornell are subject to substantial litigation risks and may face significant liabilities and damage to their professional reputations as a result of litigation allegations and negative publicity. Such risks include potential regulatory and enforcement actions, litigation against the members of the board of directors of a portfolio company (which may include employees or agents of Cornell), litigation by shareholders or debt holders of portfolio companies and litigation with counterparties to transactions entered into by portfolio companies, the Funds, the General Partners or Cornell. The General Partners and Cornell are also exposed to risks of litigation or investigation in the event of any transactions that presented conflicts of interest that were not properly addressed. While the General Partners and Cornell, including their partners, members, officers, employees and affiliates, are generally indemnified to the fullest extent permitted by law with respect to their conduct in connection with the management of the business and affairs of the Funds, such indemnity generally does not extend to claims resulting from or primarily relating or attributable to actual fraud, gross negligence, willful misconduct, bad faith or material breach of the applicable partnership agreement or violation of any U.S. federal securities laws. If any lawsuit resulted in a finding of substantial legal

liability, the lawsuit could materially adversely affect the business, financial condition or results of operations of the General Partners, Cornell and the Funds or cause significant reputational harm, which could seriously impact their business. Risks in Effecting Operating Improvements The success of the Funds’ investment strategy may depend, in part, on the ability of the Funds to restructure and effect improvements in the operations of a portfolio company. The activity of identifying and implementing restructuring programs and operating improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that the Funds will be able to successfully identify and implement such restructuring programs and improvements. Uncertainty of Financial Projections Cornell will generally establish the pricing of transactions and the capital structure of portfolio companies on the basis of financial projections for such portfolio companies. Projected operating results will normally be based primarily on management judgments. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections. General economic, political and market conditions, which are not predictable, can have a material adverse impact on the reliability of such projections. Valuation The Funds expect to make investments for which market values based on publicly available quotations are not available. Valuations of such investments that are determined by the General Partner may vary from similar valuations performed by independent third parties for similar types of investments. Inaccurate valuations may, among other things, prevent the Funds from effectively managing their investment portfolio and risks, or affect the diversification and risk management of the Funds. Additionally, the General Partners have a conflict of interest with respect to such valuations because the compensation paid or allocated by the Funds to the General Partners and their affiliates will depend in part on the value of the investments. The General Partners have adopted a formal valuation policy which sets forth the policies and procedures to be taken by the General Partners in performing valuations of the Funds’ investments from time to time. Risk of Non-U.S. Investments The Funds are expected to make investments in a number of different countries, some of which may prove unstable. Depending on the country in which a portfolio company is located, such investments may involve a number of risks, including the risk of adverse political developments such as nationalization, confiscation without fair compensation or war, and the risk of regulations which might prevent the implementation of cost cutting or other operational improvements. Because the Funds are expected to make investments in a number of different countries, any fluctuation in exchange rates will affect the value of investments and the calculation of the

General Partners’ carried interest. The Funds may employ hedging techniques designed to reduce the risk of adverse movements in currency exchange rates. Investments in non-U.S. corporations or assets may require significant government approvals under corporate, securities, exchange control, foreign investment and other similar laws. Such investments may also give rise to taxes in local jurisdictions, which may not give rise to any corresponding credit or tax benefit to a limited partner. In addition, some governments from time to time may impose restrictions intended to prevent capital flight, which may, for example, involve punitive taxation (including high withholding taxes) on certain securities or assets. Public Company Holdings The Funds’ investment portfolio could contain a limited amount of public securities. Such Funds investments will subject the Funds 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 Fund to dispose of such securities at certain times, increased likelihood of shareholder litigation against such companies’ board members, including any affiliates of the General Partners who serve on such boards, and increased costs associated with each of the aforementioned risks. Minority Investments The Funds may make minority equity investments in entities where the Funds do not control or influence the business or affairs of such entities. Under such circumstances, there is the possibility that the entity in which the applicable Fund’s investments are made may have economic or business interests or goals that are inconsistent with those of the Fund, and the Fund may not be in a position to limit or otherwise protect the value of the Fund’s investment in the entity. Although the Fund may seek board representation in connection with its investments, there is no assurance that such representation, if sought, will be obtained. In such cases, the Fund will be significantly reliant on the existing management and board of directors of such companies, which may include representation of other financial investors with whom the Fund is not affiliated and whose interests may conflict with the interests of the Fund. CFIUS & Other National Security Regulatory Considerations The Committee on Foreign Investment in the United States (“CFIUS”) is an interagency body with broad authority to review, and in certain circumstances block or impose conditions on, foreign investments in U.S. businesses that raise national security concerns. The Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) significantly expanded CFIUS jurisdiction, including to cover certain minority investments and real estate transactions, and established mandatory filing requirements for transactions involving U.S. businesses in certain sensitive sectors (including technology, infrastructure, data, and defense). The composition of a Fund’s investors may cause investments to be subject to CFIUS review, potentially preventing the Fund from making certain acquisitions or investments, delaying transactions, increasing costs, imposing ongoing operational conditions, or requiring the divestiture of completed investments. CFIUS has become increasingly active in scrutinizing transactions involving companies with connections to countries of concern, particularly China. In addition, the U.S.

government has established outbound investment screening requirements governing U.S. investments in certain sensitive technology sectors in countries of concern, including China, which may restrict or require notification of certain Fund investments. Separately, other countries in which the Funds invest maintain their own foreign investment review regimes, which may similarly restrict, condition, or delay Fund investments. There can be no assurance that the Fund will be successful in pursuing acquisitions or investments, and the cost, delay, and uncertainty associated with CFIUS and foreign investment review processes could materially affect Fund returns. The information contained in this Brochure cannot disclose every potential risk associated with an investment strategy, or all the risks applicable to Cornell or a particular security or investment. Investors should carefully read the Private Fund’s constituent documents before making an investment in a Private Fund.

Employees of Cornell may serve as directors and officers of, and provide advice to, publicly traded companies, private companies, and various predecessor entities. Investors in a Private Fund should be aware that receipt of material non-public information by Cornell’s related persons regarding these companies could preclude Cornell and any Private Fund from effecting transactions in the securities of such companies. Compensation for directorships with a portfolio company will be treated as provided in the relevant Private Fund’s constituent documents. Certain of the related persons of Cornell may have personal investments in companies, limited partnerships, or limited liability companies, including other partnerships, and investment funds. To the extent that conflicts arise, they are reviewed by Cornell’s compliance personnel. Additionally, pursuant to the constituent documents of each Private Fund, the General Partner may form an advisory committee of representatives of investors (the “LP Advisory Committee”). The LP Advisory Committee will, upon the General Partner’s request, review and approve or disapprove any potential conflicts of interest in any proposed transaction or relationship between the Private Fund, the portfolio company, or any of its respective subsidiaries, on the one hand, and the General Partner or any Cornell affiliate on the other hand. The LP Advisory Committee may also advise on other matters as set forth within the constituent documents of

each Private Fund. However, the LP Advisory Committee will not possess or exercise any power that would constitute participation in the control of the business of a Private Fund. D.

Cornell does not recommend or select other investment advisers for its clients.

consider the broker’s execution capabilities, including block positioning, research, financial stability, ability to maintain confidentiality, delivery and ability to obtain the best execution for all client securities transactions. Cornell has the authority to select the executing broker or dealer for any transaction and negotiate the commission rates or commission equivalents charged for transactions. Cornell does not have any agreements in place that require Cornell to give any specified amount of brokerage to any broker‐dealer. Cornell does not utilize soft dollar arrangements outside of routinely available research provided by trading counterparties. Cornell does not direct trading activity in lieu of payments for research or other services. The receipt of such research will be in accordance with the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934.

B.

Generally, only one Private Fund at a time has an active investment period (other than any Private Funds that are specifically formed to co-invest alongside other Private Funds). With respect to investment opportunities that arise during overlaps in investment periods, the Firm intends to allocate such opportunities among the applicable Private Funds based on the Firm’s allocation principles, which will be based on factors that the Firm reasonably determines in good faith to be fair and reasonable, as described in the applicable governing documents.

During a fundraising cycle, Cornell will generally compensate placement agents who introduce investors that commit capital to a Fund. Any fees and expense reimbursements payable to any such placement agents are generally borne by Cornell through an offset against management fees payable by the relevant Fund.