Structural Capital Management Company II, LP: investment adviser

The Adviser, together with the General Partners (defined below), the Relying Adviser (defined below) and any future advisory affiliates (collectively, “Structural Capital”), provide advisory services on a discretionary basis to privately offered pooled investment vehicles (each, a “Fund” and collectively, the “Funds”). Structural Capital also manages several series limited liability company vehicles with separate portfolios that invest in a single portfolio company (each an “SPV” and collectively, “SPVs”). Structural Capital may also provide co- and/or sub-advisory services, on a discretionary or non-discretionary basis, for separately managed or pooled investment vehicle Client accounts (“Other Advisory Accounts”). The Funds, SPVs and SubAdvisory Accounts are collectively referred herein as “Advisory Clients” and each, an “Advisory Client”. To facilitate investment by certain investors, Structural Capital may create one or more feeder funds or parallel funds or alternative vehicles. Structural Capital provides discretionary investment management services through affiliated general partners of Advisory Clients (each, a “General Partner” and collectively, the “General Partners”). The Adviser is affiliated with Structural Capital Management Company IV, LLC, which serves as an adviser to Structural Capital Investments IV, LP (“Fund IV”). Structural Capital Management Company IV, LP is referred to as a “Relying Adviser”. Each General Partner and the Relying Adviser operate as a single advisory business with the Adviser and are deemed to be registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with SEC guidance, pursuant to the Adviser’s registration. Structural Capital is an investment firm that primarily provides growth capital financing to companies in technology and technology enabled markets. See Item 8: Methods of Analysis, Investment Strategies and Risk of Loss for a description of Structural Capital’s investment strategy. Structural Capital’s investment management and advisory services to its Advisory Clients are provided pursuant to the terms of the applicable private placement memorandum or offering document (each, an “Offering Document”), limited partnership or other operating agreement (each, a “Partnership Agreement”, and together with any Offering Document, the “Governing Documents”), which set forth investment strategies and limitations. Limited partners or limited members of Advisory Clients (each, a “Limited Partner” and collectively, the “Limited Partners”) cannot obtain services tailored to their individual specific needs. At its discretion, Structural Capital has in the past and may in the future enter into “side letters” or similar agreements with certain Limited Partners pursuant to which Structural Capital grants to such Limited Partner specific rights, benefits or privileges that are not made available to Limited Partners generally. Such rights may include one or more of the following: (i) rights to pay reduced management fees and/or performance-based compensation; (ii) rights to make future investments

in investment opportunities sponsored by Structural Capital; (iii) rights to be specifically notified of certain actions or occurrences relating to Structural Capital and/or its personnel and/or (iv) rights to receive customized information and reporting in addition to or more expeditiously than information and reporting received by Limited Partners generally. Structural Capital will consider many factors in deciding whether to grant one or more Limited Partners in a Fund customized terms via a confidential side letter or similar agreement or other arrangement, and Limited Partners receiving preferential terms may include: (i) Limited Partners that have made or have proposed to make relatively large commitments to the Fund, (ii) Limited Partners that provide leverage to the Fund (iii) Limited Partners that are subject to specific legal, tax or regulatory status or other requirements or policies applicable to them, (iv) Limited Partners that Structural Capital views as strategic or with the potential to add value to the Funds and/or the Structural Capital platform and (v) Limited Partners meeting other criteria Structural Capital considers reasonable in its sole discretion. Structural Capital, generally, is not required to notify any or all of the other Limited Partners of any such side letters or any of the rights or terms or provisions of such side letter, nor will Structural Capital be required to offer such additional or different rights or terms to any or all of the other Limited Partner absent an agreement to do so. The existence of such side letters with only certain Limited Partners in a Fund may have a material adverse effect on the Limited Partners in the same Fund who do not receive preferential terms pursuant to a similar agreement. Structural Capital may provide co-investment opportunities to some (but not necessarily all) Limited Partners, the General Partner, Structural Capital and/or their respective affiliates and employees and others in its sole discretion. Such co-investments may be made under such circumstances and in such amounts as Structural Capital in its sole and absolute discretion determines. The terms of such co- investments may be different from the terms of a Fund’s investment in such portfolio investment under the Fund’s Governing Documents. Limited Partners will not have any right to determine or influence the terms of such co- investments, nor the parties to which such co-investments are offered. For the avoidance of doubt, Structural Capital is under no obligation to provide co-investment opportunities to any particular person, including Limited Partners. Additional information regarding co-investment opportunities is provided in Item 5: Fees and Compensation and Item 8: Methods of Analysis, Investment Strategies and Risk of Loss. Structural Capital does not participate in wrap fee programs. As of December 31, 2025, Structural Capital managed regulatory assets of approximately $495,800,000 comprised of $460,200,000 on a discretionary basis and $35,600,000 on a nondiscretionary basis. Persons reviewing this Brochure should not construe it as an offering of interests in any of the Advisory Clients described herein.

Thereafter, the Management Fee is calculated based on the balance of the principal amount of total cost basis of portfolio investments outstanding, less proceeds from dispositions representing a return of capital with respect to portfolio investments and the cumulative amounts of any write-downs or write-offs. During Fund IV’s Investment Period, Structural Capital will receive a Management Fee of 0.5% per annum of aggregate commitments plus an additional 1.25% per annum of the balance of the principal amount of total portfolio investments outstanding, less the cumulative amounts of any write-downs or write-offs. After the Fund’s Investment Period, the Management Fee will be 1.75% per annum of the Fund’s outstanding portfolio loans and equity investments. In addition, the Funds’ respective General Partners are entitled to receive performance-based profit distributions (referred to as “Carried Interest”). Subject to the terms and limitations set forth in the applicable Governing Documents of each Fund, including claw back obligations, each General Partner generally is entitled to receive Carried Interest distributions equal to 20% of net profits derived from the disposition of portfolio investments in excess of an 8% compounded preferred rate of return. In lieu of Management Fees or Carried Interest, Structural Capital typically is issued warrants in consideration of advisory services performed on behalf of SPV Client accounts. For co- or subadvisory services rendered to Other Advisory Accounts, Structural Capital will ordinarily be entitled to a Management Fee and Carried Interest as provided in pertinent Client account agreements or formation documents. Management Fees and Carried Interest distributions generally are not negotiable; however, Structural Capital is able to reduce, otherwise modify or waive the Management Fees or Carried Interest distributions with respect to any Limited Partner. Management Fees for certain Funds are reduced for those Limited Partners who make a commitment above a threshold, as described in the applicable Fund’s Governing Documents. Structural Capital exempts the General Partner and certain affiliates of Structural Capital who invest in the Funds from payment of Management Fees and/or Carried Interest, including its personnel or other investors meeting certain qualification requirements. Subject to applicable law and each Fund’s Governing Documents, the general partner of a Fund has and will enter into side letter agreements with certain investors. Side letters have the effect of

altering or supplementing the terms of the investors’ investments in the Funds, including waivers or reductions of the management fee and the performance allocation, access to portfolio information, rights to make withdrawals, and circumstances under which withdrawals are required. See Item 4: Advisory Business for additional details on Structural Capital’s use of side letters. The Management Fee is typically paid quarterly in advance. Management fees are typically funded with capital contributions drawn for such purpose but may also be funded with or withheld from proceeds from portfolio investments or reserves or other assets of a Fund. Management Fees due from a Fund are also permitted to be paid by drawdowns under such Fund’s subscription loan facility (if available) which draws are subsequently repaid out of capital contributions, proceeds or reserves. Carried interest distributions generally will be distributed to Structural Capital from time to time upon the disposition or receipt of proceeds in respect of portfolio investments by a Fund and are distributed to Structural Capital in accordance with the terms of the applicable Fund Governing Documents. Operating Expenses Structural Capital is responsible for paying its ordinary overhead expenses, such as facilities expenses and compensation of its employees. Each active Fund generally bears the costs and expenses relating to its activities and operations, as provided in the respective Fund’s Governing Documents. As set forth more fully in the applicable Partnership Agreement, generally these expenses include, without limitation, all fees, costs, liabilities and expenses attributed to: (a) activities with respect to negotiating, structuring, sourcing, organizing, acquiring, financing, bidding-on, refinancing, hedging, managing, monitoring, operating, valuing, trading, dissolving, winding-up, liquidating, restructuring, holding and disposing of portfolio investments (such as, for example, expenses incurred on investmentrelated trips, including airfare, hotels, meals and transportation), or in seeking to do any of the foregoing, whether or not any contemplated transaction or project is consummated and whether or not such activities are successful; (b) broken deal expenses; (c) legal, filing, brokerage, accounting, auditing, consulting, escrow, custodial, administration, information, appraisal, advisory, valuation, research, tax and other professional services; (d) to the extent provided in the Fund’s Partnership Agreement, or otherwise approved by Structural Capital in its sole discretion, activities or proceedings of the Fund’s advisory committee (“Advisory Committee”) (including any reasonable out-of-pocket costs and expenses incurred by representatives of Structural Capital, Advisory Committee members, permitted observers and other persons in attending or otherwise participating in meetings of the Advisory Committee); (e) litigation (including actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including any judgment, other award or settlement entered into in connection therewith) and indemnification, unless prohibited by the Fund’s Partnership Agreement; (f) insurance premiums, including directors and officers liability, errors and omissions liability and other insurance and regulatory expenses with regard to the activities of the Fund; (g) Management Fees; (h) the preparation, distribution or filing of Fund-related or investment-related financial statements or other reports, tax returns, tax estimates, Schedules K-1, administrative, compliance or regulatory filings or reports as permitted by the Fund’s Partnership Agreement; (i) developing, licensing, implementing, maintaining or upgrading any web portal, extranet tolls, computer software or other administrative or reporting tools (including subscription-based services) for the benefit of the Fund

and the Limited Partners; (j) any annual Limited Partner or other periodic, if any, meetings of the Limited Partners meeting and any other conference or meeting with any Limited Partner(s), in each case, to the extent incurred by the General Partner or any affiliate of the General Partner; (k) any taxes, fees or other governmental charges levied against the Fund and all expenses incurred in connection with any tax audit, investigation settlement or review of the Fund (except to the extent that the Fund is reimbursed therefor by a Limited Partner or such tax, fee or charge is treated as having been distributed to the Limited Partners pursuant to the Fund’s Partnership Agreement); (l) the termination, liquidation, winding up or dissolution of the Fund; (m) indebtedness of, or guarantees made by, the Fund, the Adviser or the General Partner on behalf of the Fund, including interest with respect thereto, or of seeking to put in place any such indebtedness or guarantee; (n) broker, dealer, finder, underwriting (including, without limitation, both commissions and discounts), loan administration, private placement fees, sales commissions, investment banker, finder depository (including a depository appointed pursuant to the Alternative Investment Fund Managers Directive or any law, rule or regulation relating to the implementation thereof in any relevant jurisdiction) and similar services; (o) brokerage, sale, custodial, depository, trustee, record keeping, account and similar services; (p) reverse breakup, termination and other similar fees; (q) financing, commitment, origination and similar fees and expenses; (r) filing, title, transfer, registration and similar fees and expenses; (s) printing, communications and publicity; (t) any activities with respect to protecting the confidential or non-public nature of any information or data; (u) except as otherwise determined by Structural Capital in its sole discretion, any fee, cost, expense, liability or obligation relating to any alternative investment vehicle or its activities, business, portfolio companies or actual or potential investments (to the extent not borne or reimbursed by a portfolio company of such vehicle) that would be a Fund expense or organizational expense if it were incurred in connection with the Fund, and any expenses incurred in connection with the formation of any feeder vehicles to the extent not paid by the investors investing in such entities; (v) defaults by partners in the payment of any capital contributions; (w) any amendments, waivers, approvals or consents to the Fund’s Governing Documents and related entities, including the organization, preparation, distribution and implementation thereof; (x) complying with any law or regulation related to the activities of the Fund (excluding any regulatory expenses of Structural Capital) and legal fees and expenses and/or any litigation or governmental inquiry, investigation or proceeding involving the Fund, including the amount of any judgments, settlements or fines paid in connection therewith, except, however, to the extent such expenses or amounts have been determined to be excluded from indemnification; (y) complying with any side letter agreements related to the Fund, including conducting any “most favored nation” or similar process in respect of side letters issued to Limited Partners; (z) distributions to the partners and other expenses associated with the acquisition, holding and disposition of Fund investments, including extraordinary expenses; (aa) any reasonable travel, meals or entertainment relating to any of the foregoing, including in connection with consummated and unconsummated investment and disposition opportunities (for purposes hereof, “travel” shall include, without limitation, travel accommodations and transportation costs (including economyplus airfare)); (bb) any compliance or regulatory matters related to the Fund; (cc) any other fees, costs, expenses, liabilities or obligations approved by the Advisory Committee; and (dd) all other expenses that are not normal overhead expenses. Each SPV and Sub-Advisory Account is responsible for all its operating expenses as provided in their respective Governing Documents.

Where a co-investment is undertaken by a Fund and co-investors, investment-related expenses are generally expected to be allocated pro rata among the Fund and such participating co-investors based on their relative investment amounts. However, where a proposed co-investment ultimately fails to materialize, the Fund will generally bear all investment related expenses (including broken deal expenses) pertaining to the applicable co-investment. Organizational Expenses Each Advisory Client bears its organizational costs, fees and other expenses incurred in connection with the formation and organization of such Advisory Client subject to the terms and limitations set forth in the Advisory Client’s Governing Documents. A Fund’s organizational expenses above an expense cap will be credited against future Management Fees due to Structural Capital. Other Benefits Structural Capital and its personnel can be expected to receive certain intangible and/or other benefits arising or resulting from their activities on behalf of the Funds that will not be subject to a management fee offset or otherwise shared with the Funds or the investors therein and/or Portfolio Companies. For example, airline travel or hotel stays incurred in connection with the business of the Advisory Clients have the potential to result in “miles” or “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Structural Capital and/or such personnel even though the cost of the underlying service is borne by the Funds or Portfolio Companies. Management Fee Offsets Structural Capital expects to receive transaction, commitment, closing, directors’, officers’, breakup, advisory, syndication, guarantee, monitoring and other fees (net of expenses) paid by portfolio companies (collectively, “Transaction Fees”) with respect of investments made by a Fund. Transaction Fees received by Structural Capital and/or their affiliates in respect of investments made by a Fund (“Offset Fees”) will be credited 100% against future Management Fees. To the extent such offsets would reduce the Management Fee for a given quarter below zero, such offsets will be carried forward and reduce future installments of the Management Fee. Offset Fees received by Structural Capital and their respective affiliates with respect to any investment acquired jointly by more than one Fund will be applied to offset the Management Fees received by Structural Capital and each such affiliate on a pro rata basis based on the amounts of each Fund’s respective interests in such investment, irrespective of whether a Fund is actually entitled to receive a Management Fee offset pursuant to the Fund’s Partnership Agreement. As a result, a Fund will, in most cases, only benefit with respect to its allocable portion of any such fee and not the portion of any fee that relates to co-investors or potential co-investors (which could include co-investment vehicles managed by Structural Capital), third parties, portfolio company management or employees and/or others), which have the potential to be significant. As noted above, Fund organizational expenses above a specified cap and placement agent fees for certain Funds will also offset Management Fees. For the avoidance of doubt, fees paid by coinvestors shall not offset against Management Fees.

Allocation of Expenses Some expenses are incurred on an aggregate basis for the benefit of multiple Advisory Clients. Such expenses will be allocated by Structural Capital in a manner it determines to be fair and equitable, taking into consideration, among other things (i) the extent of an Advisory Client’s utilization of the services associated with the expense, (ii) the relative benefit to an Advisory Client that is derived from the expense and (iii) the association of the expense with a legal, contractual or other obligation of an Advisory Client. This is expected to generally result in a pro rata allocation based on each Advisory Client’s participation or anticipated participation in the relevant investment or strategy, however, if Structural Capital determines that one or more Advisory Clients receives substantially all of the benefit, or that the expense would not otherwise have been incurred if it were not for such Advisory Client(s), Structural Capital will generally allocate such expense solely to such Advisory Client(s) that received substantially all of the benefit. Expenses incurred in connection with transactions that are consummated are generally allocated to the relevant Advisory Clients in accordance with the overall allocation decision. The foregoing list of expenses is not intended to be exhaustive and is qualified in its entirety by the Governing Documents of each Advisory Client. The investment strategies employed with respect to Advisory Clients generally do not involve the purchase or sale of publicly offered securities, and as such, do not typically entail expenses related to brokerage commissions. To the extent applicable, each Advisory Client generally is responsible for and pays any of its custodial fees and expenses. See Item 12: Brokerage Practices below. Structural Capital and its supervised persons do not accept compensation for the sales of securities or other investment products.

Additionally, to the extent that Structural Capital personnel are assigned varying participation percentages of the carried interest from the Advisory Clients, such personnel are subject to similar conflicts of interest in identifying investment opportunities as appropriate for Advisory Clients from which they are entitled to receive a higher carried interest percentage. Structural Capital seeks to address the conflicts of interest in these matters with allocation practices that provide that transactions and investment opportunities will be allocated to Advisory Clients in accordance with each Advisory Client’s investment guidelines and Governing Documents, as well as other factors that do not include the amount of performance-based compensation received by Structural Capital or any personnel.

Structural Capital has developed its approach of focusing on and investing in companies that it believes have the Potential (i.e., strong debt return with significant upside) for outsized returns with a projected path to Profitability (i.e., investing in profitable growth, improving gross margins and path to EBITDA) while maintaining significant downside Protection (i.e., low loan-to-value with strong covenants, collateral, and multiple paths to repayment). Structural Capital has developed a multi-stage process that starts with the initial deal sourcing and screening, to preliminary due diligence and term sheet structuring, followed by final due diligence, investment committee approvals and documentation, and finally proactive post-closing portfolio monitoring. Structural Capital’s due diligence process is centered on determining the potential paths to payment, with a base case of payoff through cash flow or refinance once profitability is achieved. We recognize the importance of environmental, public health, safety, transparency and social issues and the role that they play in the success of our investments. Accordingly, we are committed to weighing Environmental, Social and Governance (“ESG”) factors in our initial investment due diligence and decision-making processes as well as throughout the life of our Advisory Clients’ investments. We believe this creates long-term value for both our investors and our communities. Risks of Investments All securities investments risk the loss of capital. No guarantee or representation is made that Advisory Clients will achieve their investment objectives or that an Advisory Client investor will receive a return of its capital. Making an investment in an Advisory Client is speculative and such an investment is not intended as a complete investment program. An investment in Advisory Clients is designed for sophisticated persons who are able to bear the economic risk of the loss of their investment in the Advisory Clients and who have a limited need for liquidity in their investment. In addition, there will be occasions when Structural Capital expects it will encounter potential conflicts of interest in connection with Advisory Clients.

In evaluating whether to make an investment in the Advisory Clients, potential investors should consider all information contained in the respective Advisory Client’s Offering Documents, including the considerations and risk factors set forth in the relevant Offering Documents. Reliance on Structural Capital. Structural Capital will have exclusive responsibility for an Advisory Client’s activities, and, other than as may be set forth herein, Limited Partners will not be able to make investment or any other decisions in the management of an Advisory Client. The success of an Advisory Client will depend in large part upon the skill and expertise of Structural Capital and the third-party professional advisers they choose to engage. Absence of Regulatory Oversight. While an Advisory Client may be considered similar to an investment company, it is not required, and does not intend, to register as such under the laws of any jurisdiction. For instance, the provisions of the Investment Company Act, which may provide certain regulatory safeguards to investors, are not applicable to any of the Advisory Clients. Business and Regulatory Risks of Private Investment Funds. Legal, tax and regulatory changes could occur during the term of an Advisory Client that may adversely affect the Advisory Client. The regulatory environment for private investment funds is evolving, and changes in the regulation of private investment funds may adversely affect the value of investments held by an Advisory Client and the ability of an Advisory Client to obtain the leverage it might otherwise obtain or to pursue its trading strategies. In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and selfregulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivative transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change on an Advisory Client could be substantial and adverse. Long-Term Investments. Disposition of portfolio investments may not occur for a number of years after the initial investment. While it is the intention of Structural Capital to achieve an Advisory Client’s investment objectives, factors such as overall economic conditions, the competitive environment, the market for new securities offerings and the availability of potential acquirers of portfolio companies may affect the disposition of portfolio investments. Prior Investment Performance Not Indicative of Future Results. The performance of prior Funds and Advisory Clients and investments by the investment professionals of Structural Capital are not necessarily indicative of an Advisory Client’s future results. While Structural Capital intends to make investments that have potential returns commensurate with the risks undertaken, there can be no assurance that the targeted returns will be achieved. On any given investment, total loss of the investment is possible. Reliance on Key Principals. The success of an Advisory Client is substantially dependent on the efforts of key principals appointed pursuant to the applicable Fund Governing Documents. Should one or more of these individuals become incapacitated or in some way cease to participate in an Advisory Client, its performance could be adversely affected. No assurance exists that a suitable replacement could be found if one or more of these individuals becomes unavailable for any reason.

Restrictions on Transfers and Withdrawals. An Advisory Client’s interests have not been and will not be registered under the Securities Act or applicable state securities laws and may not be resold unless an exemption from such registration is available. An Advisor Client is not under any obligation to cause such an exemption (whether pursuant to Rule 144 under the Securities Act or otherwise) to be available. Accordingly, there is no secondary market for the interests in an Advisory Client and such market is not expected to develop. Transfer of interests in an Advisory Client is also subject to numerous restrictions set forth in Advisory Client Partnership Agreement. Limited Partners will not have any right to transfer their interests in an Advisory Client without the consent of the applicable General Partner and except as set forth in the Advisory Client’s Partnership Agreement, and may not withdraw from the Advisory Client or require the Advisory Client to redeem or repurchase their interests. Illiquidity of Interests. No market exists for the interests in an Advisory Client and none is expected to develop. Investment in an Advisory Client requires a long-term commitment, with no certainty of return. The Limited Partners typically will not be able to liquidate their interests in an Advisory Client prior to the end of the Advisory Client’s term. An investment in an Advisory Client is suitable only for certain sophisticated investors who have no need for liquidity in their investment in the Advisory Client. Uncertain Exit Strategies. Due to the illiquid nature of many of the positions which Advisory Clients are expected to acquire, as well as the uncertainties of the reorganization and active management process, Structural Capital is unable to predict with confidence what the exit strategy will ultimately be for any given core position, or that one will definitely be available. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors. Risk of Limited Number of Investments. Each Advisory Client will participate in a limited number of investments and, as a consequence, the aggregate return of the Advisory Client may be substantially adversely affected by the unfavorable performance of even a single investment. Artificial Intelligence and Machine Learning Risks. The emergence of recent technology developments in artificial intelligence and machine learning technology, including applications such as ChatGPT, Google Gemini, Copilot, Claude or others (collectively, “Machine Learning Technology”) could pose risks to Structural Capital, the Advisory Clients and their investments. While Structural Capital intends to mitigate the improper use of Machine Learning Technology, Structural Capital will not be in a position to control the manner in which third-party products are developed or maintained or the manner in which third-party services are provided or utilized by its personnel. In addition, Machine Learning Technology has the potential to disrupt the business model of one or more of the Advisory Clients’ investments. (See, “Concentration of Investments in the Technology Markets” below. Use of Machine Learning Technology by any of the parties described in the previous paragraph could include the input of confidential information (including material non-public information) into Machine Learning Technology, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. This use could be in contravention of confidentiality agreements or Structural Capital’s policies. Machine Learning Technology is generally highly reliant on the collection and analysis

of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the dataset that Machine Learning Technology utilizes to operate. Additionally, certain data in such datasets will inevitably contain a degree of inaccuracies and errors, potentially materially so, and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent that Structural Capital is exposed to the risk of Machine Learning Technology use, any such inaccuracies or errors could have adverse impacts on Structural Capital, the Advisory Clients and their investments. Further, the use of Machine Learning Technology could result in claims by third parties of infringement, misappropriation or other violations of intellectual property, including based on the use of large datasets to train Machine Learning Technology, or the use of output generated by Machine Learning Technology, in either case which may contain or be substantially similar to third-party material protected by intellectual property, including patents, copyrights or trademarks. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly and it is impossible to predict the future risks that may arise from such developments. Regulations relating to Machine Learning Technology may also impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on Structural Capital, the Advisory Clients and their portfolio investments. Concentration of Investments in the Technology Markets. An Advisory Client’s investments are not subject to any specific geographical or sector diversification requirements, except for such requirements set out in the Advisory Client’s Governing Documents. However, the Advisory Clients focus on companies in technology and technology-enabled markets that have been financed by successful venture capital firms. As a result, an Advisory Client’s investments may be concentrated in a single geographical location or investment type. The technology markets in which the portfolio companies compete are subject to continuous technological change and investments in these companies pose unique risks. The portfolio companies may also have difficulty protecting their intellectual property and may face potential costly and disruptive patent infringement actions by competitive companies. Valuation Risk. The public and private market valuation of securities of companies engaged in industries in which an Advisory Client will concentrate its investments is extremely volatile. Market prices generally will not be readily available for many of the Advisory Client’s investments, and the value of such investments will ordinarily be determined based on fair valuations determined by Structural Capital or a third-party valuation firm. The sale price of securities that are not readily marketable may be lower or higher than the Advisory Client’s most recent determination of the securities’ fair value. Additionally, the value of these securities typically requires more reliance on the judgment of Structural Capital than that required for securities for which there is an active trading market. The fair valuation of securities by Structural Capital is subject to uncertainty. Due to the difficulty in valuing these securities and the absence of an active trading market for these securities, an Advisory Client may not be able to realize these securities’ true value or may have to delay their sale in order to do so.

Market Conditions. The current and future market conditions, including any potential deterioration in the venture debt markets, may adversely affect an Advisory Client in many ways, including by reducing the value or performance and liquidity of the Advisory Client’s investments and reducing the ability of the Advisory Client to raise or deploy capital. The general market downturn, or a dislocation of the venture debt market, may cause the investment returns for an Advisory Client to decline or be volatile. The Funds may be adversely affected by the fact that Structural Capital may not be able to find suitable investments for a Fund to effectively deploy capital, which could adversely affect the performance of the Fund. In addition, the Funds compete with other private investment funds and business development companies, as well as traditional financial services companies, such as commercial banks and other sources of funding. Such competitors may have lower cost of capital than a Fund and may have access to funding sources that are not available to the Fund. In addition, such competitors may have higher risk tolerances or different risk assessments than a Fund. If a Fund fails to match its competitors’ pricing, terms or structure, the Fund may lose investment opportunities, or be forced to match such competitors’ pricing, terms or structure. As a result, a Fund may not be able to achieve acceptable returns on its investments or bear substantial risk of capital loss. During periods of difficult market conditions or slowdowns in sectors related to the portfolio companies, an Advisory Client’s portfolio investments may experience decreased revenues and financial losses. If during such periods, the portfolio companies require additional financing to reach the next stage of development, such portfolio companies may experience difficulty in obtaining access to financing and increased funding costs. During such periods of weakness, the portfolio companies may also have difficulty expanding their businesses and operations or be unable to meet their debt service obligations or other expenses as they become due. There can be no assurance that a portfolio company will have sufficient cash flow from operations or capital resources from follow-on financings to satisfy its loan obligations to an Advisory Client as they become due. If a portfolio company defaults on its loan obligations to an Advisory Client, the Advisory Client could experience significant delays and costs in exercising its rights to protect its investment. An Advisory Client’s ability to obtain payment from a portfolio company beyond the realizable value of the Advisory Client’s collateral may be limited by bankruptcy or similar laws affecting creditor’s rights. Financial Market Fluctuations. General fluctuations in the market prices of securities may affect the value of the investments held by an Advisory Client. The current and continuing instability in the securities markets may also increase the risks inherent in an Advisory Client’s investments. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high-yield debt market or otherwise. Co-Investment Risks. A Fund reserves the right to make investments as a co-investor or partner with certain Limited Partners (or no Limited Partners as to a particular co-investment), Structural Capital and their respective affiliates and employees and others, in the sole discretion of the Fund’s General Partner. Depending on the structure of these co-investments, the Fund potentially will share major decision-making responsibility with its co-investment partners and therefore will not necessarily have the ultimate control over material decisions with respect to these investments. As

a result of this lack of ultimate control, such co-investments potentially could have a negative impact on the Fund’s performance due to factors beyond the influence of Structural Capital. A Fund is permitted to co-invest with third parties through joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-investor may have financial difficulties, resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of the Fund, or may be in a position to take (or block) action in a manner contrary to the Fund’s investment objectives. In those circumstances where such third parties involve a management group, such parties are permitted to receive compensation arrangements relating to such investments, including incentive compensation arrangements. Investments Longer than Term. An Advisory Client may make investments that may not be advantageously disposed of prior to the date that the Advisory Client will be dissolved, either by expiration of the Advisory Client’s term or otherwise. Although Structural Capital expects that investments will be disposed of prior to dissolution or be suitable for in kind distribution at dissolution, an Advisory Client may have to sell, distribute, or otherwise dispose of investments at a disadvantageous time as a result of dissolution. Expedited Transactions. Investment analyses and decisions by Structural Capital may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to Structural Capital at the time of an investment decision is made may be limited, and Structural Capital may not have access to detailed information regarding the investment opportunity. Therefore, no assurance can be given that Structural Capital will have knowledge of all circumstances that may adversely affect an investment. In addition, Structural Capital may rely upon independent consultants in connection with its evaluation of proposed investments; however, no assurance can be given that these consultants will have sufficient time to perform such evaluations nor that they will accurately evaluate such investments. Non-Controlling Investments. Advisory Clients do not expect to control the portfolio companies, even though it may have board representation or board observation rights. An Advisory Client’s debt agreements with such portfolio companies may contain certain restrictive covenants. As a result, a portfolio company may make decisions that do not serve the Advisory Client’s best interests, including, but not limited to, increasing the illiquidity and decreasing the value of the portfolio investments. Need for Follow-On Investments. A Fund may be called upon to provide follow-up funding for its portfolio investments or may have the opportunity to increase its investment in certain portfolio investments. There can be no assurance that a Fund will wish to make these follow-on investments or that a Fund 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 investment in need of such an investment or may diminish a Fund’s ability to influence such portfolio investment’s future development. Inability to Achieve Targeted Rate of Return. An Advisory Client will make investments based on Structural Capital’s estimates or projections of internal rates of return and current returns, which in turn are based on, among other considerations, assumptions regarding the performance of

portfolio investments, the amount and terms of available financing and the manner and timing of dispositions, including possible asset recovery and remediation strategies, all of which are subject to significant uncertainty. In addition, events or conditions that have not been anticipated may occur and may have a significant effect on the actual rate of return received on the portfolio investments. Moreover, an Advisory Client’s ability to achieve its targeted returns may be adversely impacted by increased competition from other investors, which may lead to more competitive pricing for certain types of investments. Non-U.S. Investments. A Fund is permitted to invest a portion of its capital outside the United States. These investments involve special risks not usually associated with investing in the United States. Because non-U.S. entities may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable with those applicable to U.S. entities, there may be different types of, and lower quality, information available about a non-U.S. investment than a U.S. investment. With respect to certain countries, there may be the possibility of expropriation or confiscatory taxation, political, economic or social instability, limitation on the removal of funds or other assets or the repatriation of profits, restrictions on investment opportunities, the imposition of trading controls, withholding or other taxes on interest, capital gain or other income, import duties or other protectionist measures, various laws enacted for the protection of creditors, greater risks of nationalization or diplomatic developments which could adversely affect a Fund’s investments in those countries. Foreign Currency and Exchange Rate Risk. A portion of a Fund’s investments and the income received by the Fund with respect to such investments may be denominated in non-U.S. currencies. However, the Funds’ books will be maintained, and the contributions and distributions from the Fund generally will be made, in U.S. dollars. Accordingly, changes in currency exchange rates may adversely affect the dollar value of investments, interest and dividends received by a Fund, gains and losses realized on the sale of investments and the amount of distributions, if any, to be made by the Fund. In addition, a Fund may incur costs in converting investment proceeds from one currency to another. Although Structural Capital may enter into hedging transactions designated to reduce such currency risks, there can be no assurance that Structural Capital will be able to do so successfully or cost-effectively, and Structural Capital may decide not the hedge against such risks. In Kind Distributions. Structural Capital is permitted to distribute the proceeds of certain investments of an Advisory Client in kind. Any such distribution could put downward pressure on the price of the issuer’s securities. A Limited Partner that receives assets other than cash from an Advisory Client typically would incur costs and delays in converting those assets into cash. Cyber Security Breaches and Identity Theft. The information and technology systems of Structural Capital, the portfolio companies, and their respective service providers potentially are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although Structural Capital expects that each of such persons has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, such person or an Advisory Client may have to make a significant investment

to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in such person’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including potentially personal information relating to investors (and the beneficial owners of investors). Such a failure could harm such person’s reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. Debt Securities Risk. The Advisory Clients make investments in debt or convertible debt securities. The ability of an Advisory Client to generate income through its loan investments is dependent upon payments being made by the borrower underlying such loan investments. If a borrower is unable to make its payments on a loan, an Advisory Client would be greatly limited in its ability to recover any outstanding principal and interest under such loan. To the extent a loan is secured, there can be no assurance as to the amount of any funds that may be realized from recovering and liquidating any collateral or the timing of such recovery and liquidation and hence there is no assurance that sufficient funds (or, possibly, any funds) will be available to offset any payment defaults that occur under such a loan. If a borrower files for bankruptcy, any pending collection actions will automatically be put on hold and further collection action will not be permitted absent court approval. It is possible that a borrower’s liability on its loan will be discharged in bankruptcy. An Advisory Client’s loan investments are subject to interest rate risk and the risk that the issuer or the guarantor of the security will be unable or unwilling to make timely principal and/or interest payments, or otherwise to honor its obligations. An Advisory Client’s debt investments potentially will be structurally or contractually subordinated to substantial amounts of senior indebtedness. All or a portion of an Advisory Client’s investments in convertible debt securities could also be unsecured. Moreover, such debt investments will not necessarily be protected by financial covenants or limitations upon additional indebtedness. Other factors may affect the market price and yield of debt securities including investor demand, changes in the financial condition of issuers of securities, government fiscal policy and domestic or worldwide economic conditions. There is no minimum credit rating for the debt securities in which an Advisory Client may invest. Reliance on Portfolio Company Management. Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although Structural Capital will be responsible for monitoring the performance of each portfolio investment and Structural Capital intends to invest in companies operated by strong management, there can be no assurance that the existing management team, or any successor team, will be able to operate the portfolio company in accordance with an Advisory Client’s plans. Private Equity Sponsor Risk. Structural Capital is highly dependent on relationships with private equity sponsors in connection with the sourcing of investments. If private equity sponsors find new sources of debt capital that are more advantageous to them, or if Structural Capital suffers reputational harm such that it becomes a less attractive source of capital for private equity sponsors, Structural Capital may have difficulty finding and sourcing new debt investments. Private equity sponsors may experience financial distress, which may be related or unrelated to the portfolio companies to which an Advisory Client has exposure. Once in financial distress, such sponsors may be unable to provide the same level of managerial, operating or financial support to such

portfolio companies, resulting in an increased risk of default or inability to repay remaining principal at maturity. An Advisory Client is expected to have direct or indirect exposure to companies controlled by private equity sponsors in which the sponsors have completed one or more dividend recapitalizations, thereby allowing the private equity sponsor to substantially reduce or eliminate its net investment in an underlying portfolio company. These investments potentially present different investment characteristics to an Advisory Client than investments where a private equity sponsor retains a significant net contributed capital position in the company. These investments may experience a higher rate of default. Even when a default does not occur, a private equity sponsor may be less willing to provide ongoing financial support to a portfolio company after it has received one or more capital distributions on its investment. An Advisory Client may also have direct or indirect exposure to companies that may not have private equity sponsors. These investments may experience a higher rate of default. Uncertainty of Financial Projections. Structural Capital will generally establish the capital structure of a portfolio investment on the basis of financial projections for such portfolio investment. Projections are inherently subject to uncertainty and factors beyond the control of Structural Capital and the portfolio investment. The inaccuracy of certain assumptions and general economic conditions, which are unpredictable, can have a materially adverse impact on the reliability of such projections. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from such projections. Limitations of Due Diligence. An Advisory Client’s due diligence may not reveal all of an investment’s liabilities and may not reveal other weaknesses in its business. There can be no assurance that Structural Capital’s due diligence processes will uncover all relevant facts that would be material to an investment decision. Before making an investment in, or a loan to, a company, Structural Capital will assess the strength and skills of the company’s management and other factors that it believes are material to the performance of the investment. In making the assessment and otherwise conducting customary due diligence, Structural Capital will rely on the resources available to it and, in some cases, an investigation by third parties. This process is particularly important and highly subjective with respect to newly organized entities because there may be little or no information publicly available about the entities. An Advisory Client may make loans to, or other form of investments in, companies which are not subject to public company reporting requirements including requirements regarding preparation of financial statements and will, therefore, depend upon the compliance by investment companies with their contractual reporting obligations. The financial information appearing in the financial statements of such companies may not reflect their financial position or results of operations in the way that they would be reflected if the financial statements had been prepared in accordance with U.S. GAAP or other generally accepted accounting standards and practices. As a result, the evaluation of potential investments and the ability to perform due diligence on and effective monitoring of investments may be impeded and the returns which Structural Capital expects an Advisory Client to achieve in respect of a particular investment may not be realized. In the event of fraud or misrepresentation by any company in which an Advisory Client invests or with respect

to which an Advisory Client makes a loan, the Advisory Client may suffer a partial or total loss of the amounts invested in that company. Interest Rate Risk. An Advisory Client is subject to the risks of changes in interest rates, and certain investments may be in fixed rate loans and similar debt obligations. The value of such fixed rate loans is susceptible to general changes in interest rates. Moreover, the value of many fixed income securities depends on the shape of the yield curve, not just on a single interest rate. Thus, for example, a callable cash flow, the coupons of which depend on a short rate such as the prime rate, may shorten (i.e., be called away) if the long rate decreases. In this way, such securities are exposed to the difference between long rates and short rates. Certain Advisory Clients also expect to invest a portion of their assets in variable and floating rate securities. Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. When an Advisory Client holds variable or floating rate securities, a decrease in market interest rates will adversely affect the income received from such securities. Covenant-Lite Loans Risk. Although most of the Advisory Client’s loan investments are expected to include both incurrence and maintenance-based covenants, there may be instances in which an Advisory Client invests in covenant-lite loans, which means the obligation contains fewer maintenance covenants than other obligations, or no maintenance covenants, and may not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. An investment by an Advisory Client in a covenant-lite loan may potentially hinder the ability to reprice credit risk associated with the issuer and reduce the ability to restructure a problematic loan and mitigate potential loss. As a result, an Advisory Client’s exposure to losses may be increased, which could result in an adverse impact on the Advisory Client’s revenues and net income. Direct Lending Risk. To the extent an Advisory Client is the sole lender in privately offered debt, it may be solely responsible for the expense of servicing that debt, including, if necessary, taking legal actions to foreclose on any security instrument securing the debt. This may increase the risk and expense to the Fund compared to syndicated or publicly offered debt. Risks of Direct Origination. A significant portion of an Advisory Client’s investments may be self-originated. The results of an Advisory Client’s operations depend on several factors, including the availability of opportunities for the origination of target investments, the level and volatility of interest rates, the availability of adequate short- and long-term financing, conditions in the financial markets and economic conditions. Further, the Fund’s inability to raise capital and the risk of portfolio company defaults may materially and adversely affect an Advisory Client’s investment originations, business, liquidity, financial condition, results of operations and its ability to make distributions to its Limited Partners. In addition, competition for originations of and investments in an Advisory Client’s target investments may lead to the price of such assets increasing or to the decrease of interest income from loans originated by the Advisory Client, which may further limit its ability to generate desired returns. Also, as a result of this competition, desirable investments in an Advisory Client’s target investments may be limited in the future, and the Advisory Client may not be able to take advantage of attractive investment opportunities from

time to time, as the Advisory Client can provide no assurance that Structural Capital will be able to identify and make investments that are consistent with its investment objective. Risks Related to Equity Investments and Equity Derivatives. Although an Advisory Client’s investment strategy is focused on debt instruments, a portion of an Advisor Client’s capital is expected to be invested in equity securities, primarily as an equity participation component of a debt investment (i.e., a warrant), but also in some instances as a stand-alone equity investment in select existing or former portfolio companies. An Advisory Client runs the risk that it may lose its entire investment in a warrant unless the Advisory Client exercises such warrant or enters into a closing traction with respect to such warrant during the life of such warrant. If the price of the underlying security is not able to cover the warrant premium and transaction costs, the Fund will lose part or all of its investments in such warrant. There is no assurance that an Advisory Client will be able to effect closing transactions at any particular time or at any acceptable price. In general, the equity investments in portfolio companies may not be sold until several years after they are made, if at all. The ability to realize gains on these investments depends not only on the portfolio company and its historical results and prospects, but also on political, market and economic conditions. In addition, an Advisory Client may be prohibited by contract or regulatory reasons from selling certain securities for a period of time. Collateral Risk. The collateral and security arrangements in relation to secured obligations in which an Advisory Client may invest will be subject to such security or collateral having been correctly created and perfected and any applicable legal or regulatory requirements that may restrict the giving of collateral or security by an obligor, such as, for example, thin capitalization, over-indebtedness, financial assistance and corporate benefit requirements. If the portfolio investments do not benefit from the expected collateral or security arrangements, this may adversely affect the value of or, in the event of default, the recovery of principal or interest from such portfolio investments. Additionally, if the recovery value of the collateral associated with the portfolio investments in which an Advisory Affiliate invests decreases or is materially worse than expected by the Advisory Client, such a decrease or deficiency may affect the value of the portfolio investments. Accordingly, any such failure to properly create or perfect collateral and security interests relating to the portfolio investments could have a material adverse effect on the performance of the Advisory Client, and, by extension, the Advisory Client’s business, financial condition, results of operations and the value of the interests in the Advisory Clients. Operating Covenants. A borrower’s failure to satisfy financial or operating covenants imposed by an Advisory Client or other lenders could lead to defaults and potential termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the borrower’s ability to meet its obligations under the debt securities that the Advisory Client holds. An Advisory Client may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting borrower. Depending on the facts and circumstances of an Advisory Client’s investments and the extent of the Advisory Client’s involvement in the management of the borrower, upon the bankruptcy of a borrower, a bankruptcy court may re-characterize the Advisory Client’s debt investments as equity investments and subordinate all or a portion of the Advisory Client’s claim to that of other creditors. This could occur even though Structural Capital may have structured the investment as a senior secured loan.

Prepayment Risk. The terms of underlying debt instruments in which an Advisory Client invests may allow Portfolio Companies to voluntarily prepay underlying debt instruments at any time, either with no or a nominal prepayment premium. This prepayment right could result in the portfolio company repaying the principal on an obligation held by an Advisory Client earlier than expected. This may occur upon the sale of the portfolio company or as a result of a refinancing of the debt due to the portfolio company’s improved financial performance or a lower available cost of debt in the market. The yield and total profit generated by an Advisory Client may be affected by the rate of prepayment of its portfolio investments. Assuming an improvement in credit market conditions, early repayments of the debt held by the Advisory Client could increase. If an Advisory Client is unable to reinvest the proceeds of such prepayments in new portfolio investments at a similar return as the prior portfolio investment, the proceeds generated by the Advisory Client will decline as compared to Structural Capital’s prior expectations. Leverage of Portfolio Investments. Advisory Client’s portfolio investments are expected to include companies whose capital structures may already have significant leverage. Although Structural Capital will seek to use leverage in a manner it believes is prudent, the leveraged capital structure of such portfolio investments will increase the exposure of the portfolio investments to adverse economic factors such as fluctuating interest rates, downturns in the economy or deteriorations in the condition of the portfolio investment or its industry sector. Bankruptcy Risk. Leveraged companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversarial proceedings and are beyond the control of the creditors. A bankruptcy filing by an issuer may adversely and permanently affect the issuer. If the proceeding is converted to liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs of a bankruptcy proceeding are frequently high and are paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, the Fund’s influence with respect to the class of securities or other obligations it owns may be reduced by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial. PIK Interest. To the extent that an Advisory Client invests in loans with a payment in kind (“PIK”) interest component and the accretion of PIK interest constitutes a portion of the Advisory Client’s income, the Advisory Client will be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash, including the following: (a) loans with a PIK interest component may have higher interest rates that reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than coupon loans; (b) loans with a PIK interest component may have unreliable valuations because their continuing accruals require

continuing judgments about the collectability of the deferred payments and the value of any associated collateral; (c) the deferral of PIK interest increases the loan-to-value ratio, which is a fundamental measure of loan risk; and (d) even if the accounting conditions for PIK interest accrual are met, the borrower could still default when the borrower’s actual payment is due at the maturity of the loan. Investments in Less Established Companies. An Advisory Client is permitted invest a substantial amount of its assets in the securities of less established companies. While investments in less established companies may offer the opportunity for significant capital gains, investments in such early stage companies may involve greater risks than generally are associated with investments in more established companies. To the extent there is any public market for the securities held by an Advisory Client, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Less established companies tend to have lower capitalizations and fewer resources and, therefore, often are more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. Moreover, investments in such companies are subject to increased risk because they are in companies at an early stage of development, which have been or may go into bankruptcy, acquired as leverage buyouts subject to interest rate fluctuations, or engaged in highly competitive industries dominated by companies with substantially greater resources. As a result, an Advisory Client could experience substantial volatility and potential for loss. Structural Capital believes that its investment selection techniques moderate this risk. However, no guarantee or representation is made that such portfolio investments will be successful. Risks Associated with Potentially Distressed Securities. Although Structural Capital does not intend to invest in any portfolio companies that are experiencing distress at the time of investment, a portfolio company in which an Advisory Client has made an investment may become distressed. Under such circumstances, there is no assurance that Structural Capital will correctly evaluate the value of the assets collateralizing the Advisory Client’s loans or the prospects for a successful reorganization or similar action. In any reorganization or restructuring of a portfolio company, the Advisory Client may lose its entire investment, may be required to accept cash or securities with a value less than the Advisory Client’s original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from an Advisory Client’s investments may not compensate the investors adequately for the risks assumed. Such troubled company and other investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by Structural Capital. To the extent that Structural Capital becomes involved in such proceedings, an Advisory Client may have a more active participation in the affairs of the issuer than that assumed generally by an investor. In addition, involvement by Structural Capital in an issuer’s reorganization proceedings could result in the imposition of restrictions limiting an Advisory Client’s ability to liquidate its position in the issuer. Risks in Effecting Operating Improvements. In some cases, the success of an Advisory Client’s investment strategy will depend, in part, on the ability of the Advisor Client 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 an Advisory Client will be able to successfully identify and implement such restructuring programs and improvements. Investment in Restructurings. An Advisory Client is permitted to make investments in restructurings that involve portfolio investments that are experiencing or are expected to experience financial difficulties. These financial difficulties may never be overcome and may cause such portfolio investment to become subject to bankruptcy proceedings. Such investments could, in certain circumstances, subject the Advisory Client to certain additional potential liabilities that have the potential to exceed the value of the Fund’s original investment therein. See “Lender-Liability Considerations and Equitable Subordination” below. Hedging Risks. In connection with the financing of certain investments, an Advisory Client reserves the right, but is not required to employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices, and currency exchange rates. While hedging transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while an Advisory Client may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, or currency exchange rates could result in a poorer overall performance for the Advisory Client than if it had not entered into such hedging transactions. Risks Arising from Provision of Managerial Assistance. An Advisory Client will generally seek to obtain observation or visitation rights or the right to designate directors to serve on the boards of directors of portfolio companies. In addition, affiliates of Structural Capital may serve, from time to time, as officers or directors of portfolio companies. The foregoing rights and activities, especially in light of new statutes and regulations relating to corporate governance and increased scrutiny of corporate boards, could expose Structural Capital, its affiliates, and the assets of an Advisory Client to regulatory action and/or claims by a portfolio company, its security holders, and its creditors. In addition, an Advisory Client may be prohibited from selling publicly traded securities of a portfolio company if Structural Capital is in possession of material, non-public information relative to such entity. While Structural Capital intends to manage Advisory Clients in a way that will minimize exposure to these risks, the possibility of successful claims or adverse regulatory action cannot be eliminated, and such events may have a significant adverse effect on the Advisory Client. Certain Litigation Risks. An Advisory Client will be subject to a variety of litigation risks, particularly due to the potential likelihood that one or more portfolio investments will face financial or other difficulties. Legal disputes, involving an Advisory Client or Structural Capital, may arise from the foregoing activities (or any other activities relating to the operation of the Advisory Client or Structural Capital) and could have a significant adverse effect on the Advisory Client. Lender-Liability Considerations and Equitable Subordination. A number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories. Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in creation of a fiduciary duty owed

to the borrower or its other creditors or shareholders. Because of the nature of certain of the portfolio investments, an Advisory Client could be subject to allegations of lender liability. In addition, under common law principles that in some cases form the basis for lender-liability claims, if a lending institution (a) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower; (b) engages in other inequitable conduct to the detriment of such other creditors; (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a stockholder to dominate or control a borrower to the detriment of the other creditors of such borrower, a court may elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination”. Because of the nature of the Fund’s investment activities, the Fund could be subject to claims from creditors of an obligor that the portfolio investments held by the Fund should be equitably subordinated. Pandemic and Global Risk. Structural Capital’s investment advisory activities or portfolio company operations could be adversely affected by events outside of Structural Capital’s control, such as natural disasters and/or health epidemics and pandemics. These types of events have adversely affected and could continue to adversely affect operating results for the Advisory Clients and their prospective investments. The impact of an outbreak of an infectious disease in the United States or elsewhere, such as COVID-19, that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in “emerging market” countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. Any public health emergency, similar to the COVID-19 pandemic or any outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on the Advisory Clients and the fair value of their investments. These potential impacts, while uncertain, would likely adversely affect the Advisory Clients.. Financial Institution Risk; Distress Events. An investment in an Advisory Client is subject to the risk that one of the Advisory Client’s banks, brokers, hedging counterparties, lenders or other custodians of some or all of the Advisory Client’s assets (each, a “Financial Institution”) fails to perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, Structural Capital and/or an Advisory Client may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation (“FDIC”), in the case of banks, or the Securities Investor Protection Corporation (“SIPC”), in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets.

Any Distress Event has a potentially adverse effect on the ability of Structural Capital to manage Advisory Client accounts and investments, and on the ability of Structural Capital and an Advisory Client to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. Such losses have the potential to include requiring Advisory Clients to pay fees and expenses in the event Advisory Clients are not able to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of investors to make capital contributions or otherwise), as well the inability of an Advisory Client to acquire or dispose of investments at prices that Structural Capital believes reflect the fair value of such investments. Although Structural Capital expects to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, there can be no assurance that such remedies will be successful or avoid losses or delays. Although Structural Capital seeks to do business with third-party banks and custodians that it believes are creditworthy and capable of fulfilling their respective obligations to Advisory Clients, Structural Capital is under no obligation to use a minimum number of third-party banks or custodians with respect to its Advisory Clients, or to maintain account balances at or below the relevant insured amounts. Enhanced Scrutiny and Potential Regulation of the Alternative Asset Management Industry. A Fund’s ability to achieve its investment objectives, as well as the ability of a Fund to conduct its operations, is based on laws and regulations which are subject to change through legislative, judicial or administrative action. Future legislative, judicial or administrative action could adversely affect the Funds’ ability to achieve their investment objectives, as well as the ability of the Funds to conduct their operations. There continues to be significant legislative and regulatory developments affecting the regulation of the alternative asset management industry. As private investment firms and other alternative asset managers become more influential participants in the U.S. and global financial markets and economy generally, the private fund industry has recently been subject to criticism by some politicians, regulators and market commentators. Various federal, state and local agencies have been examining the role of placement agents, finders and other similar private fund service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information. Furthermore, elements of organized labor and other representatives of labor unions have, from time to time, directed opposition efforts towards a campaign targeting alternative asset management firms on a variety of matters of interest to organized labor, including with respect to affording favorable treatment or significant deference to organized labor and labor unions in dealings with investments. The SEC has in the past proposed, and in the future may propose, various other rule changes (e.g., rules relating to cybersecurity, the use of predictive data analytics, safeguarding / custody of client assets, among others) that have the potential to affect Structural Capital, its Funds and advisory business. Significant time and resources are expected to be required to comply with any new regulations, which potentially will detract from the time and resources dedicated to Structural Capital, its advisory clients and their investments. Certain changes, if adopted as proposed, also could result in required changes to longstanding commercial practices or arrangements, all of which have the potential to be disruptive to the business of Structural Capital and its affiliates and other similarly-situated private funds sponsors. There can be no assurance that any of the foregoing will not have an adverse impact on Structural Capital or a Fund or otherwise impede a Fund’s activities.

Sponsor-Led Secondary Transactions. There continues to be a significant market in the private fund sector for secondary sales, sponsor-led transactions, continuation funds, successor fund investments and other liquidity transactions for fund investments, and Structural Capital reserves the right to seek to dispose of (or seek additional capital for) Fund investments through such means. The buyer in any such situation may be a third party or an affiliate of Structural Capital (including, without limitation, an owner of Structural Capital or an affiliate thereof). These transactions often involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase a portion of one or more investments that will continue to be managed by Structural Capital following the transaction, or alternative transactions. These types of transactions are undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where Structural Capital believes there is the potential for additional value generation or a long-term strategic reason to retain ownership of the asset or assets. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets (including a portfolio that combines assets from multiple investment vehicles sponsored by Structural Capital and its affiliates), often on different terms than the original investment in the applicable fund. Certain of such transactions are expected to require: a limited partner to invest additional capital in the Fund and/or other investment vehicles; a greater exposure to one or more particular assets; and/or a delay in the full liquidation of an investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant asset may have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant General Partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Any such transaction with respect to a Fund has the potential for conflicts between the interests of such Fund and/or its limited partners, on one hand, and those of Structural Capital or any buyer group, on the other hand, that typically are not applicable to more traditional investment sales. For example, in circumstances where Structural Capital or an affiliate thereof will continue to manage and receive fees and/or performance-based compensation relating to the applicable assets following the transaction (potentially in addition to performance-based compensation earned by a General Partner on the sale of an asset from a Fund in such transaction), their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest which may arise among the Fund, Structural Capital and any buyer group relating to the valuation and consideration offered for the assets subject to the transaction. To the extent Structural Capital requires existing limited partners and/or new buyers to commit capital to a continuation vehicle or another vehicle it manages in addition to the purchase amount paid in a transaction, such requirement is expected to have a dilutive effect on the purchase price for such Fund and its limited partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the assets being sold or otherwise recapitalized by a Fund. Further, a General Partner is expected to be incentivized to make investments in assets with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in a Fund, and in such circumstances Structural Capital reserves the right to compel co-investors to receive

cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners in a Fund will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are expected to be disclosed to limited partners and/or the Advisory Committee prior to the closing of the transaction, there can be no assurance that Structural Capital will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of a Fund or any individual limited partner or group of limited partners. However, Structural Capital reserves the right, in its sole discretion, to determine to engage in such transactions. Further, Structural Capital is permitted to (and reserves the right to) seek the consent of the applicable Advisory Committee to approve conflicts associated with such transactions, and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of the Fund’s investments, to the extent such transactions are not consummated, a Fund is expected to bear all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. Indemnification; Exculpation. A Fund’s Governing Documents generally contain broad exculpation and indemnification provisions. For example, a Fund’s Governing Documents typically will limit the circumstances under which Structural Capital, its affiliates and certain associated persons of the foregoing can be held liable to such Fund and/or its limited partners. As a result, limited partners have a more limited right of action in certain cases than they would have in the absence of such a limitation. The persons identified above generally will not be liable to a Fund or the limited partners (and will be indemnified by a Fund for losses and damages) except with respect to certain enumerated conduct set forth in the Governing Documents including bad faith, gross negligence, willful misconduct or actual fraud. Notwithstanding any such provisions in the Governing Documents of a Fund, nothing therein is intended, nor will be construed or interpreted by Structural Capital, as a waiver of any non-waivable federal fiduciary duty to the applicable Fund under the Advisers Act. Market disruptions and geopolitical risk. Market disruption can be caused by economic, financial or political events and factors, including but not limited to, international wars or conflicts (whether in Russia, Ukraine, the Middle East, China or elsewhere), geopolitical developments (including trading and tariff arrangements, sanctions and cybersecurity attacks), instability in regions such as Asia, Eastern Europe and the Middle East, terrorism, natural disasters and other unanticipated events. The extent and duration of such events and resulting market disruptions cannot be predicted, but could be substantial and could magnify the impact of other risks to investors. These and other similar events could adversely affect the U.S. and foreign financial markets and lead to increased market volatility, reduced liquidity in the securities markets, significant negative impacts on issuers and the markets for certain securities and commodities and/or government intervention. They may also cause short- or long-term economic uncertainties in the United States and worldwide. As a result, whether or not an Advisory Client invests in securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity of the investments in an account may be negatively impacted. Further, due to closures of certain markets and restrictions on trading certain securities, the value of certain securities held could be significantly impacted, which could lead to those securities being valued at zero. In addition, the fiscal and monetary policies of foreign nations, such as Russia and China, may have a severe impact on the worldwide and U.S. financial markets. Growing tensions between the

United States and other foreign powers, or among foreign powers, and possible diplomatic, trade or other sanctions could adversely impact the markets and the Advisory Clients. The strengthening or weakening of the U.S. dollar relative to other currencies may, among other things, adversely affect the Advisory Clients’ investments denominated in non-U.S. dollar currencies. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have, and the duration of those effects. Ongoing Geopolitical Conflicts. Russia’s invasion of Ukraine, and corresponding events beginning in late February 2022, have had, and could continue to have, severe adverse effects on regional and global economic markets. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions, primarily (but not exclusively) against Russia. These sanctions include, among others, prohibitions on doing business with certain Russian companies, large financial institutions, officials and prominent persons. In addition, certain countries and the European Union have committed to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”), the electronic banking network that connects banks globally and certain restrictive measures have been undertaken to prevent the Russian Central Bank from undermining the impact of the sanctions. Furthermore, the conflict between Russia and Ukraine and the varying involvement of the United States and other NATO countries makes it difficult to predict the conflict’s adverse impact on global economic and market conditions. The ongoing and potentially widening conflict in the Middle East, including between Israel and Iran, may result in significant market disruptions and may adversely affect regional and global economies. Furthermore, the conflict in the Middle East and the involvement of the United States and other countries could present material uncertainty and risk with respect to global markets and the performance of the Advisory Clients’ investments or operations, and negatively impact the Advisory Clients and their ability to achieve their investment objectives. To the extent that Advisory Client investments, relevant third parties, or related customer bases have material operations or assets within the Middle East broadly, they may have adverse consequences related to the ongoing conflict. The extent and duration of the military action and any market disruptions are impossible to predict, but could be substantial, particularly if the conflict were to widen. Conflicts of Interest Allocation of Investment Opportunities. Structural Capital or its affiliates expect to serve as the investment manager to certain other entities that co-invest with a Fund. As such, certain conflicts could arise in the allocation of investment opportunities and in connection with the acquisition and/or disposition of investments by the Fund, including successor private investment funds. There could be restrictions placed on the ability of any such successor fund to make an investment in any portfolio company of the Fund. Co-Investment. Structural Capital must first determine which Fund(s) will, or are required to, participate in the relevant investment opportunity. Structural Capital generally assesses whether an investment opportunity is appropriate for a particular Fund based on the Governing Documents, as well as factors including, but not limited to, investment restrictions and objectives (including those set forth in the Governing Documents, where applicable), strategy, risk profile, time horizon, tax sensitivity, tolerance for turnover, asset composition, diversification limitations, cash level (if

any), applicable tax and regulatory considerations, life cycle, structure and other relevant factors. For example, a newly organized Fund generally will seek to purchase a disproportionate amount of investments until it is substantially invested. A Fund generally reserves the right to invest together with other Funds advised by Structural Capital (or an affiliated) in the manner set forth in the Governing Documents and Structural Capital’s Allocation Policy. Structural Capital will determine the allocation of investment opportunities among Funds in a manner that it believes is fair and equitable to its clients under the circumstances over time consistent with Structural Capital’s obligations and reserves the right to take into consideration factors such as those set forth above. Following such determination of allocation among Funds, Structural Capital will determine if the amount of an investment opportunity in which one or more Funds will invest exceeds the amount that would be appropriate for such Fund(s) and Structural Capital reserves the right to offer any such excess to one or more potential co-investors, including third parties, as determined by the Governing Documents, side letters and Structural Capital’s Allocation Policy. Structural Capital reserves the right to take into consideration a variety of factors in making such determinations, including, but not limited to: expressed interest in co-investment opportunities; expertise of the prospective co-investor in the industry to which the investment opportunity relates; perceived ability to quickly execute on transactions; tax, regulatory, securities laws and/or other legal considerations (e.g., qualified purchaser or qualified institutional buyer status); confidentiality concerns that may arise in connection with providing the prospective co-investor with specific information relating to the investment opportunity; perceived ease of process in coordinating or completing the investment with the prospective co-investor or co-investors similar thereto; Structural Capital’s perception of whether the investment opportunity may subject the prospective co-investor to legal, regulatory, reporting or other burdens that make it less likely that the prospective co-investor would act upon the investment opportunity if offered or would impair Structural Capital’s ability to execute the relevant transaction in the desired time or on desired terms; size of the investment allocation and practicality of dividing it up among multiple coinvestors; lender requirements; perceived public relations and reputational benefits or costs; existence of a formal or informal strategic relationship with the prospective co-investor; and whether Structural Capital believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant portfolio company, other portfolio companies or the Funds or Structural Capital. Although Structural Capital reserves the right to consider a prospective co-investor’s willingness to invest in future Funds, such willingness generally will not be the sole determining factor considered by Structural Capital in identifying co-investors. Additionally, the Advisers reserve the right to permit vendors or service providers to co-invest alongside the Funds. Structural Capital reserves the right to grant certain third-party investors the opportunity to evaluate specified amounts of prospective co-investments in Fund portfolio companies or otherwise to have priority in co-investment opportunities. Furthermore, Structural Capital or its related persons expect to make decisions regarding whether and to whom to offer co-investment opportunities in consultation with other participants in the relevant transactions, such as a lender or co-sponsor. Co-investment opportunities typically will be offered to some and not to other Fund investors, and the consideration of the factors set forth above likely will result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments have the potential to receive none. Allowing any co32

investment generally reduces the amount of the relevant investment opportunity that could have been taken by the relevant Fund, and Structural Capital expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Fund because (i) co-invest opportunities generally appeal to Fund investors and third parties, (ii) to the extent co-investments made by Fund investors are not subject to Management Fees and/or performance based compensation, co-investments blend the effective rate of compensation paid by a Fund investor that participates in such co-invest and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the Management Fee offset provisions of a Fund’s Governing Documents. When and to the extent that employees and related persons of Structural Capital and its affiliates make capital investments in or alongside certain Funds, Structural Capital and its affiliates are subject to potentially conflicting interests in connection with these investments. There can be no assurance that any Fund’s return from a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. Structural Capital’s allocation of investment opportunities among the persons and in the manner discussed herein often will not result in proportional allocations among such persons, and such allocations likely will be more or less advantageous to some such persons relative to others. While Structural Capital will allocate investment opportunities in a manner that it believes is fair and equitable to its clients under the circumstances over time and considering relevant factors, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the potential conflicts of interest to which Structural Capital expects to be subject, discussed herein, did not exist. Other Affiliate Transactions and Portfolio Company Fees. As provided in Item 5 above, each Fund and its respective portfolio companies are permitted to enter into transactions or arrangements with, and pay fees to, the General Partner, the Adviser or their affiliates (e.g., transaction, closing, directors’, break-up and monitoring fees). Any such transaction will be made only on the terms described in the Fund’s Partnership Agreement, which generally will require the consent of the Fund’s Advisory Committee. While Structural Capital believes its fee arrangements are reasonable in relation to the services provided, there can be no assurance that these fees are on an “arms-length” basis. As provided for in the Fund’s Partnership Agreement, some fees paid to the General Partner, the Adviser or their affiliates will offset future Management Fees. Fees for services which, in the General Partner’s discretion, relate to the operation of a portfolio company and are not otherwise required to monitor and manage the portfolio company will not offset future Management Fees. These fees, even if partially offset, will reduce a Fund’s net return on portfolio investments. Although such reduction would reduce the Carried Interest payable to the General Partner, Structural Capital could have an incentive to charge such fees for several reasons, including because the fees generally are paid immediately and without regard to whether the applicable Fund generates sufficient returns to pay Carried Interest. Allocation of Certain Expenses. As provided in Item 5 above, from time to time, common expenses are incurred on behalf of Structural Capital, an Advisory Client and one or more other funds sponsored by Structural Capital. Structural Capital will seek to allocate those common expenses among Structural Capital or its affiliates, an Advisory Client and one or more other funds sponsored by Structural Capital in a manner that is fair and reasonable over time. However,

expense allocation decisions will involve potential conflicts of interest (e.g., conflicts creating an incentive to shift costs away from Structural Capital, or conflicts relating to shifting broken deal and similar expenses away from co-investment vehicles sponsored by Structural Capital). Structural Capital reserves the right to use a variety of methods to allocate common expenses among Structural Capital or its affiliates, an Advisory Client and one or more other funds sponsored by Structural Capital, including methods based on assets under management, relative use of a product or service, the nature or source of a product or service, the relative benefits derived by Structural Capital or its affiliates, the Advisory Client and one or more other funds sponsored by Structural Capital from a product or service, or other relevant factors. Nonetheless, the portion of a common expense that Structural Capital allocates to an Advisory Client may not reflect the relative benefit derived by the Advisory Client from the product, service or circumstance underlying such common expense in any particular instance. Structural Capital’s expense allocations often depend on inherently subjective determinations and, accordingly, expense allocations made by Structural Capital in good faith and in accordance with its expense allocation policies will be final and binding on the Advisory Client. Valuation. During certain periods, Structural Capital’s determination of the fair value of an investment will impact the calculation of the Management Fee and Carried Interest to the extent such valuation would result in a write-down, which could incentivize Structural Capital to refrain from writing down investments. The foregoing conflict of interest is mitigated by the fact that annually, the valuations of each Advisory Client’s investments are reviewed by the Advisory Client’s independent public auditors. If distributions are made of property other than cash, the amount of any such distribution will be accounted for at the fair market value of such property as determined by Structural Capital in accordance with procedures set forth in the Advisory Client’s Partnership Agreement. Independent appraisals may be obtained by Structural Capital in connection with valuation of certain Funds’ investments, but Structural Capital is not required to obtain an independent appraisal each time such valuation is conducted. Advisory Committee. As contemplated by the applicable Fund’s Partnership Agreement, Structural Capital reserves the right to seek approval of the members of the Advisory Committee with respect to potential conflict of interest situations and Advisory Committee approval will be required to resolve certain conflicts and other matters. However, the Advisory Committee will not necessarily represent the interests of all Limited Partners and the members of the Advisory Committee may themselves be subject to various conflicts of interest. In taking or omitting to take any action, a member of the Advisory Committee may act solely in the interests of the Limited Partner which it represents. In addition, members of the Advisory Committee could have various business and other relationships with Structural Capital and its affiliates. The presence of these other relationships has the potential to influence their decisions as members of the Advisory Committee. In general, the Limited Partners will not be entitled to control the selection of the Advisory Committee members or to review the actions or deliberations of the Advisory Committee. Conflicts with Portfolio Companies. From time to time, officers and employees of Structural Capital are expected to serve as directors and officers of certain portfolio companies and, in those capacities, will be required to make decisions that they consider in the best interests of such portfolio companies and their respective shareholders. In certain circumstances, for example in situations involving bankruptcy or near-insolvency of a portfolio company, actions that may be in

the best interests of the portfolio company may not be in the best interests of an Advisory Client, and vice versa. Accordingly, in these situations there will be conflicts of interest between such individual’s duties as an officer or employee of Structural Capital and as a director or officer of such portfolio company. In addition, portfolio companies in which an Advisory Client invests may be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other investment vehicles sponsored Structural Capital or its affiliates that, although Structural Capital determines to be consistent with the requirements of such investment vehicles’ governing agreements, may not have otherwise been entered into but for the affiliation with Structural Capital, and which may involve fees and/or servicing payments to entities affiliated with Structural Capital. In addition, portfolio companies of other investment vehicles sponsored by Structural Capital may do business with, support, or have other relationships with competitors of an Advisory Client’s portfolio companies, and in that regard prospective investors should not assume that a company related to or otherwise affiliated with Structural Capital will only take actions that are beneficial to or not opposed to the interests of the Advisory Client and its portfolio companies. Service Providers. Advisory Clients’ service providers (including lenders, brokers, attorneys and investment banking firms) are permitted to be investors in an Advisory Client and/or sources of investment opportunities and counterparties therein. This has the potential to influence Structural Capital in deciding whether to select such a service provider or have other relationships with Structural Capital. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in an Advisory Client. Prospective investors should read the Advisory Client’s Offering Documents and consult their own counsel and advisors before deciding to invest in an Advisory Client.

The Adviser and the Relying Advisers are under common control and share a common compliance program, including a code of ethics and other compliance policies and procedures. As noted in Item 4, the Adviser is affiliated with the General Partners, which are subject to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. These affiliated entities operate as a single advisory business together with the Adviser and serve as managers or general partners of Advisory Clients and other pooled vehicles and generally share common owners, officers, partners, employees, consultants or persons occupying similar positions. Structural Capital does not recommend or select other investment advisers for Advisory Clients.

The primary goal of this policy is to protect Structural Capital’s Advisory Clients from the conflicts that could result from a violation of the securities laws or from real or apparent conflicts of interests when Supervised Persons engage in personal securities transactions. While it is impossible to define all situations that might pose such a risk, the Code is designed to address those circumstances where such risks are likely to arise. The Code requires certain Structural Capital personnel to report their personal securities transactions, prohibits or requires preclearance for Structural Capital personnel from directly or indirectly acquiring beneficial ownership or disposing of securities in an initial public offering, and prohibits Structural Capital personnel from directly or indirectly acquiring beneficial ownership of securities with limited exceptions, without first obtaining approval from Structural Capital’s Chief Compliance Officer. In addition, the Code requires such personnel to comply with procedures designed to prevent the misuse of, or trading upon, material non-public information. From time to time, Structural Capital may come into possession of material, non-public information concerning an entity in which an Advisory Client has invested or proposes to invest, and the possession of such information may limit the ability of the Advisory Client to buy or sell securities of such entity or to distribute such securities to the Limited Partners. A copy of the Code will be provided to any investor or prospective investor upon request to Carl Rizzo, Structural Capital’s Chief Compliance Officer, at 704-875-2868. The General Partners and certain Structural Capital personnel maintain investments directly in the Advisory Clients. In addition, certain Structural Capital personnel have or may in the future invest directly in portfolio companies in which Advisory Clients are invested. The fact that General Partners and certain Structural Capital personnel have financial interests in Advisory Clients or Advisory Client portfolio companies could create a potential conflict in that it could cause Structural Capital to make different investment decisions than if such parties did not have such financial ownership interests. However, Structural Capital believes that these financial interests align Structural Capital’s incentives with those of the Limited Partners. Potential conflicts are addressed through pre-approval in accordance with the Code and disclosures in the Governing Documents. Certain conflicts that may be encountered in the course of Structural Capital’s activities for or on behalf of the Advisory Clients are described in Items 5, 6, 8 and 10 above and reference is made

thereto. In addition, the Advisory Clients’ Governing Documents address in detail certain other reasonably anticipated potential conflicts.

To the extent they aggregate orders for purchase and sale, Structural Capital will aggregate such orders as it deems appropriate and in accordance with the applicable Governing Documents of the Advisory Clients and in the best interests of Advisory Clients. As a fiduciary, Structural Capital must allocate investment opportunities among Advisory Clients in the best interest of each Advisory Client. It is the general policy of Structural Capital to allocate investment opportunities among the applicable Advisory Clients in a fair and equitable manner and in accordance with the terms of its policies and the applicable Governing Documents for such Advisory Clients. Structural Capital may determine that it would be appropriate for more than one Advisory Client to participate in an investment opportunity (in instances where more than one Advisory Client still empowered to make investments at the same time), Structural Capital will seek to allocate the investment opportunity to all of the participating Advisory Clients on a fair and equitable basis. Structural Capital, in its sole discretion, may make allocations based upon other considerations including, but not limited to, minimum investment restrictions, liquidity, investment limits, industry or geographic concentrations or remaining term of the Advisory Clients.

Currently, Structural Capital has entered into such an arrangement with Park Hill Group LLC. Structural Capital pays such placement agents fee generally based on the capital commitment of the investor introduced to the Advisory Client by the placement agent. Any placement agent fee is borne by Structural Capital either directly or indirectly through an offset against the Management Fee, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are generally borne by the relevant Fund(s). Our agreement with Park Hill Group LLC and any future similar referral arrangements will, at all times, be maintained in compliance with Rule 206(4)-1 (the “Marketing Rule”) under the Advisers Act.

By virtue of its serving as Payment and Collateral Agent for certain Funds, other Advisory Clients, third-party co-lenders and/or vendors, Ocean II PLO, LLC, an affiliate of Structural Capital, is also deemed to have commingled custody of the cash and bank account deposits of such Funds, other Advisory clients, co-lenders and/or vendors. Structural Capital relies upon a no-action letter which the staff of the SEC’s Division of Investment Management issued to Madison Capital Funding LLC in December 2018 which allows for such arrangements to exist, notwithstanding the entity serving as placement and/or collateral agent not being a “qualified custodian” as otherwise required by the custody rule, provided the SEC registered investment adviser for the private fund(s) or other advised accounts involved complies with various requirements as stated in the cited letter. To rely upon the letter, Structural Capital follows a set of dedicated cash control and associated procedures. These procedures, and Structural Capital management’s assertions in these respects, are subject to annual review by an independent public internal control auditor. To date, no exceptions have been noted in these regards.

Structural Capital may retain an independent third party to vote Proxies in certain situations (including situations where a material conflict of interest is identified). Investors generally do not have the ability to direct Proxies. Investors may obtain additional information regarding how Structural Capital voted proxies and may obtain a copy of Structural Capital’s Proxy Policy by contacting Structural Capital’s Chief Compliance Officer, Carl Rizzo, at 704-875-2868.