Long Path Partners, LP: investment adviser

Long Path provides discretionary advisory services to private investment funds, including coinvestment funds (each, a “Fund” or collectively, the “Funds” or “private funds”) consistent with each private fund’s organizational documents and offering memoranda, as applicable. Additionally, Long Path serves as the investment adviser to separately managed accounts (“Managed Accounts”). The advice Long Path provides to its Clients is tailored according to the investment objectives, guidelines and requirements set forth (i) with respect to each Fund, in its respective organizational documents and offering documents, as applicable (the “Offering Documents”); and (ii) with respect to each Managed Account, in the investment management agreement or other governing document between Long Path and the account holder. The Adviser does not tailor its advisory services to the individual needs of the Clients, however, with respect to Clients other than the Funds, a Client may enter into an investment management agreement with the Adviser in which the Client imposes restrictions on investing in certain types of securities and other financial instruments. As used herein, the term “Client” generally refers to each Fund and each account holder of a Managed Account, and any other clients managed by Long Path. For a further description of Long Path’s investment objectives and strategies and associated risks, please see Item 8, Method of Analysis, Investment Strategies and Risk of Loss. Also, all Fund investors and qualified potential investors should refer to the Fund’s Offering Documents, as applicable. B.

Wrap Fee Programs

Long Path does not participate in any wrap fee programs.

C.

Assets Under Management

As of 12/31/2025, Long Path managed $ 1,732,754,282 in regulatory assets under management, all of which were managed on a discretionary basis. 1

Management fees are charged in advance at such time as specified in the applicable Fund’s Offering Documents and may be calculated, for example, based upon the net asset value of the shares or interests of each Fund held by investors or an investor’s committed but uncalled capital, with assets generally valued at fair value, except for certain private investments, which are valued at cost, on the first business day of each calendar quarter. The Adviser generally receives a management fee from the Managed Accounts at an annual rate ranging typically from 0% to 1.25% based upon the value of each Managed Account on the first business day of each calendar quarter. The management fee is typically accrued monthly and deducted quarterly in advance from the Fund. The management fee is prorated for any period that is less than a full calendar quarter and will be adjusted for subscriptions and withdrawals occurring during the quarter. The Adviser may waive or modify the management fee for investors that are members, principals, employees or affiliates of the Adviser (or an affiliate), and relatives of such persons and advisers to the Adviser (or an affiliate). In addition, certain investors that are members, principals, employees or affiliates of the Adviser (or an affiliate), and relatives of such persons are not subject to the management fee for Clients in which they invest. The Adviser will also be paid performance-based compensation, also referred to as “incentive allocation” or “carried interest”, which is compensation that is based on a share of capital gains on or capital appreciation of the assets of a Client. This compensation may be paid to the Adviser or to a related person of the Adviser, ranges typically from 15% to 25% over a hurdle, and is

The valuation of all private assets held by one Client have not yet been finalized as of the date of this Brochure. Therefore, Long Path’s regulatory assets under management calculation consists of valuations with respect to one Client as of December 31, 2024. Calculations of regulatory assets under management with respect to all other Clients are reported as of December 31, 2025. Long Path will review for materiality following the completion of the 2025 valuation of private assets held by this Client to assess whether an amendment to this filing is needed and will file such amendment if deemed necessary.

paid on an annual basis or, with respect to certain private investments, when such investments are realized on such terms as are further described in the Fund’s Offering Documents. After calculating the management fees and the incentive allocation/fee, and confirming such amounts with the Adviser, the Funds’ administrator deducts the management fee and/or incentive fee/allocation from the Funds. Payments of such fees by the Managed Accounts are made in accordance with their governing documents. The Adviser will be responsible for and will pay, or cause to be paid, all ordinary office overhead expenses, which include rent and supplies, secretarial expenses, stationery, charges for furniture and fixtures, employee insurance, employee benefits, payroll taxes and compensation of analysts and other personnel. As more fully described in each Fund’s respective Offering Documents and in investment management agreements or other agreements with Managed Account Clients, the Funds and Managed Accounts will generally bear expenses in connection with their trading and investment activities, which may include management fees and profits interest borne by each Fund; organizational expenses; Fund legal expenses, the administrator’s fees and expenses (including, but not limited to, middle and back office services and software necessary for trade capture and portfolio management), audit and tax preparation (including third-party tax preparation) and accounting expenses (including third-party accounting services and accounting software); investment/prospective investment fees, including expenses broadly tied to the evaluation, acquisition, restructuring, operating, monitoring and/or disposing of investments/prospective investments, whether or not consummated, any associated transaction costs, legal, accounting, lending and financing expenses, investment bankers, management consultants, niche consulting services, third-party diligence software and service providers’ advisors, experts and other third parties, other value-added services provided to portfolio companies, operating partners/executives/ advisors’ fees, fees of finders or sourcing partners, travel costs, costs associated with foreign exchange/hedging, expenses incurred in connection with securing and servicing of financing (e.g., credit lines and commitment facilities), deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, unconsummated transactions, all principal and interest associated with borrowing, indebtedness of or guarantees made by a Fund, interest on margin accounts and other indebtedness, related expenses of an advisory committee and any other expenses related to the purchase, sale, transmittal or preservation of Fund assets; specific research related fees, including research products and services (e.g., data, sell side reports, research reports), software products (e.g., Bloomberg) and technology-related fees and expenses, expert networks, advisors/consultants, primary research calls (including platform access, user licenses, and call compensation), expert consultants and third-party consultants/advisors, trade shows/conferences, industry related events, travel costs (including transportation and accommodation), data storage and processing; middle office fees, including execution, portfolio management and risk management system expenses (including licensing, data and user access), outsourced trading (including systems and data feeds), commissions, brokerage fees, prime brokerage fees, accounting and middle office support services; back office expenses, including administrator fees, transfer agent fees, custodial fees,

sub custodial fees, treasury fees, bank service fees, legal fees, regulatory fees, accounting (including external accounting/accounting software), auditing fees, tax preparation and other tax related expenses (including preparation costs of financial statements, tax returns and reports to investors), valuation expenses (including third party data providers and consultants), third party proxy advisory fees, market data and pricing services and index licensing fees; and regulatory and specific legal fees, including expenses of regulatory compliance, filing charges (including Form PF, filings related to Section 13 and 16, compliance with AIFMD, AEOI, FATCA, CRS and any other compliance regimes that a Fund may become subject to in the future), fees associated with negotiating contracts, expenses incurred in connection with the formation of subsidiaries of a Fund, Fund-related insurance costs (including D&O and E&O insurance for the Adviser and its affiliates), investigation, settlement or review of a Fund, expenses incurred in connection with indemnifying the Adviser and its affiliates and advancing fees, costs and expenses incurred by the Adviser and its affiliates in defense or settlement of any claim that may be subject to a right of indemnification pursuant to a Fund’s Offering Documents, fees, costs and expenses incurred in connection with actual, threatened or otherwise anticipated litigation, inquiry, investigation, mediation, arbitration or other dispute resolution process, including any judgment, other award or settlement entered into in connection therewith relating to a Fund, and expenses of liquidating and dissolving a Fund. Additionally, the fee arrangements applicable to other accounts managed by Long Path are set forth in the applicable account’s investment management agreement or other governing document. Long Path also manages a more specialized pooled investment vehicle and receives a management fee and performance-based compensation in accordance with the terms set forth in its governing documents. The allocation of expenses by the Adviser between it and any Client and among Clients represents a conflict of interest for the Adviser. To address this conflict, the Adviser has adopted and implemented policies and procedures for the allocation of expenses. The Adviser allocates expenses to each Client in accordance with the Client's arrangements with the Adviser (including applicable Client disclosures). The Adviser seeks to allocate shared expenses for products and services benefitting the Adviser and the Client and not covered in the Client's arrangements in a fair and equitable manner. The Adviser generally allocates common Client expenses among multiple Clients pro rata based on assets under management. The Adviser may deviate from this standard allocation method if it determines that an expense disproportionately benefits a particular Client or group of Clients.

With respect to any private assets held by a Fund, performance-based compensation is paid upon realization or deemed realization in accordance with the terms set forth in the Fund’s Offering Documents. Long Path also manages a more specialized investment vehicle and receives performance-based compensation in accordance with the terms set forth in its governing documents. In addition, certain Clients may have higher incentive allocations/fee arrangements than other Clients. Members of the Adviser may also have significant investments in the Clients and the Adviser has in the past, and expects in the future, from time to time, to establish proprietary accounts comprised primarily of internal capital to evaluate potential new investment strategies (as described in Item 11). When the Adviser and its investment personnel manage more than one Client account a potential exists for one Client account to be favored over another Client account. The Adviser and its investment personnel have a greater incentive to favor Client accounts that pay the Adviser higher fees. Additionally, such performance-based compensation may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. Certain Client accounts managed by the Adviser hold illiquid investments for which the Adviser receives performance-based compensation only upon their sale or deemed realization. To the extent the Adviser is entitled to performance-based compensation from its Clients (in whole or in part) upon the sale or deemed realization of illiquid investments, the Adviser may have an incentive to delay the realization of an illiquid investment. The Adviser manages multiple Client accounts, including accounts with different fee arrangements. As further described in Item 8 below, the management of multiple Client accounts creates a conflict of interest because the Adviser may have an incentive to favor one Client account over another. Accordingly, the Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple Clients and the allocation of investment opportunities. The following factors may be taken into account by the Adviser in allocating investment opportunities among Clients: (i) Client’s investment objective and strategies; (ii) Client’s risk profile; (iii) Client’s tax status; (iv) any restrictions placed on Client’s portfolio by the Client or by virtue of federal or state law; (v) size of Client account; (vi) total portfolio invested position; (vii) market cap / size of company; (viii) nature and liquidity of the security to be allocated; (ix) size of available position; (x) supply or demand for a security at a given price level; (xi) current market conditions; (xii) timing of cash flows and account liquidity; and (xiii) any other information determined to be relevant to the fair allocation of investment opportunities, all as noted in detail below. In circumstances where there is an overlapping position between Clients the allocation of the investment opportunity is made in a manner determined by Long Path to be fair and equitable under the circumstances to all Clients. In particular, the Adviser reviews investment decisions

for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. The performance of similarly managed accounts is also regularly compared to determine whether there are any unexplained significant discrepancies. Depending on the circumstances, the Adviser may allocate such opportunities based on, for example, the target position size for each participating account and its relevant overall participation in the investment (subject to any internal guidelines for maximum position sizes). At other times, the Adviser may, in its sole discretion, allocate investments pro rata based on the relative value of the assets of each participating account to all participating accounts. To the extent orders are aggregated, the Client orders are price-averaged and allocated in accordance with the aggregated order; provided, that the aggregated order may be allocated on a different basis for reasons including but not limited to partially filled orders and to avoid odd lots or excessively small allocations. Finally, the Adviser’s procedures also require the objective allocation for limited opportunities (such as initial public offerings and private placements) to ensure fair allocation among accounts. These conflicts are addressed below in greater detail. These areas are monitored by the Adviser’s Compliance Officer.

Finally, the Clients look to buy companies where the Adviser believes that the Clients can underwrite attractive absolute returns over 5 to 10-year holding periods. The Clients invest both in publiclytraded companies and private companies across multiple structures including co-mingled funds, separately managed accounts and co-investments. The Clients also participate in take-private

transactions of certain companies from the public portfolios of the Clients. These take-private transactions are bespoke, negotiated transactions, the terms of which vary. The Clients invest primarily in equity securities but may on occasion invest in debt or other instruments in businesses that meet the Adviser’s criteria and where the Adviser views the return profile as attractive. Finally, the Clients will invest primarily in the developed markets, but there are no limitations on the geographies in which the Clients can invest. The Adviser has entered into an arrangement with a third-party utilized for outsourced trading whereby the third-party provides outsourced trading services to the Adviser. The retention of the third-party is beneficial to clients since it provides 24x7 trading coverage and has multiple traders that can execute trades on behalf of Long Path’s clients. However, as a result of this arrangement, Client accounts may incur higher transaction costs then they would otherwise pay if the Adviser did not utilize the outsourced trader. Certain Risks The portfolios of Clients accounts may be deemed to be a speculative investment and is not intended as a complete investment program. Investment in the Clients are suitable only for persons who can bear the economic risk of the loss of their investment, who have a limited need for liquidity in their investment and who meet the conditions set forth in the governing documents for each Client. There can be no assurances that the Funds or Managed Accounts will achieve their investment objective. Investment in the Funds and Managed Accounts involve significant risks, including the risk of significant, or even total, loss of capital. While the following summary of certain of these risks should be carefully evaluated before making an investment in the Fund(s) and Managed Accounts, the following does not intend to describe all possible risks of such an investment. Market Risks The profitability of a significant portion of the Clients’ investment programs depend to a great extent upon the Adviser correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that the Adviser will be able to predict accurately these price movements. Since the Clients will employ a long only strategy, the Adviser will not seek to mitigate market risk through the use of short positions, and therefore a negative change in the broader market may result in a significant decline in the value of the Clients’ assets or a complete loss. Long Only Strategy The Clients may be subject to more rapid change in value than would be the case if they were required to maintain a wider diversification among types of securities and other instruments or if they engaged in short selling or other hedging techniques. The positions selected by the Adviser may decline in value or not increase in value when the stock market in general is falling. Non-Diversification

Clients’ portfolios may not be diversified among types of securities or geographic areas. Further, Clients’ portfolios may not be diversified among a wide range of issuers. Accordingly, the investment portfolios of the Clients may be subject to more rapid change in value than would be the case if the Clients were required to maintain a wide diversification among geographic areas, types of securities and issuers. Private Investments Investments in the private equity of companies at various stages in their development involve a high degree of business and financial risk. Private companies with limited operating history may require substantial additional capital to support expansion or to achieve or maintain a competitive position, may produce substantial variations in operating results from period to period or may operate at a loss. The Client’s ability to realize value from an investment in the portfolio company will depend largely upon successful future completion of the portfolio company’s initial public offering or the sale of the portfolio company to another company, which may not occur for a period of several years after the date of the Client’s investment, or may not occur at all. There can be no assurance that the portfolio company will complete a public offering or be sold, or, if such events occur, as to the timing and value of such offering or sale. Holdings in Public Company Equity Securities As discussed herein, the Clients participate in take-private transactions of certain companies from the public portfolios of the Clients. To the extent that a take-private transaction is not successful, a Client may hold an investment in the equity securities issued by a publicly held company. Such investment may subject a Client to risks that differ in type or degree from those involved with investments in privately held companies and/or investments in other parts of a public company’s capital structure. Such risks include, without limitation, greater volatility in valuation, increased obligations to disclose information, limitations on the ability of a Client to dispose of the security at certain times, increased likelihood of shareholder litigation and increased costs associated with each of the aforementioned risks. In addition, the price of an equity security and its related financial instruments varies for a variety of reasons, including but not limited to supply and demand, the actual or perceived business opportunities associated with the issuer, the current and potential future cash flow of the issuer, the issuer’s management, its ability to execute on a specific business plan, the general economic environment and the outlook for the overall economy. In addition, to the extent the Adviser has control rights and/or is involved in management there is a significant risk that it could be exposed to litigation in connection with its management role, including by other shareholders of the target portfolio company. Engagement Risk

Clients will attempt to build strong relationships with management of the companies in which the Clients invest, which may result in the Adviser receiving material, non-public information, which will restrict the Clients’ ability to trade. In addition, in certain cases, a Client’s attempts to influence management may result in a Client taking a seat on the board of directors of the applicable company. There exists the risk that a Client will be restricted in transacting in or redeeming its investment as a result of, among other things, the Adviser’s receipt of material, non-public information or legal restrictions on transactions by company directors or affiliates. Risks in Effecting Operating Improvements In some cases, the success of a Client’s investments will depend, in part, on the ability of the 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 the Client will be able to successfully identify and implement such restructuring programs and improvements. Further, to the extent that a Client owns a controlling stake in, has representatives on a board of directors or creditors’ committee or is deemed an affiliate of, a particular company, it may be subject to certain additional bankruptcy or securities laws restrictions which could affect both the liquidity of the Client’s interest and the Client’s ability to liquidate its interest without adversely impacting the investment price. Take-Private Transactions Certain of the Funds participate in take-private transactions of companies from their public portfolio. Certain approvals are required in connection with such take-private transactions and there is no guarantee that such approvals will be obtained. The offer price in a take-private transaction is subject to change and the final price to be paid for the acquisition of a portfolio company may be increased or decreased throughout the negotiation of the transaction. To the extent that a take-private transaction does not occur, the relevant Fund or Funds will hold an investment in a public company and the Adviser and its affiliates will not have the same rights with respect to management of the portfolio company that it would have if the portfolio company was successfully taken private. In addition, there could be significant opposition to a take-private transaction by existing shareholders, or by investors acquiring shares in the portfolio company prior to the completion of the take-private transaction, that could lead to increased litigation and/or the take-private transaction being done at a price that is much greater than the original proposal by the Adviser. These take-private transactions are bespoke, negotiated transactions, the terms of which are inherently uncertain and unpredictable. It is impossible to predict all of the risks related to each particular transaction until such transaction actually occurs.

Leveraged Portfolio Companies Certain of a Client’s investments may include businesses with high levels of debt or may be investments in leveraged buyouts. Leveraged investments are inherently more sensitive to declines in revenues and to increases in expenses and recessions, operating problems and other general business and economic risks may have a more pronounced effect on the profitability and survival of such investments. Leveraging the capital structure of a portfolio company will mean that third parties, such as banks, may be entitled to the cash flow generated by such investments prior to the Client receiving a return. In addition, there can be no guarantee that debt facilities will be available at commercially attractive rates throughout the term of the Client or when due for refinancing such that the Client or the applicable portfolio company will be exposed to less favorable terms or rates upon a refinancing, or that any facilities negotiated will be fully utilized. If a portfolio company cannot generate adequate cash flow to meet its debt obligations, the Client may suffer a total loss of capital invested in such company. Minority Investments Clients may invest in minority positions of portfolio companies alongside other private funds. In such cases, such Clients will significantly rely on the existing management and co-investors, which may include representation of other financial investors with whom the Client is not affiliated and whose interests may conflict with the interests of the Client. Control Person Liability Clients may have controlling interests in certain of its portfolio companies. The exercise of control over a company may impose additional risks of liability for environmental damage, product defects, pension and other fringe benefits, failure to supervise management, violation of laws and governmental regulations (including securities laws) and other types of liability, for which the limited liability generally afforded to investors may be ignored. If any such liabilities were to arise, such Clients might suffer significant losses. The possibility of successful claims against a Client and/or its affiliates cannot be precluded. In addition, members of the Adviser, its affiliates and each of their respective employees, members, partners or principals may serve as directors of certain of the portfolio companies, including public companies, and as such, may have duties to persons other than the Client. Control Positions To the extent that the Adviser or one of its Clients owns a controlling stake in, has representatives on a board of directors, or is deemed an affiliate of a particular company, it may be subject to certain securities laws restrictions which could affect both the liquidity of the Fund’s interest and the Fund’s ability to liquidate its interest without adversely impacting the investment’s price, including insider trading restrictions, the affiliate sale restrictions of Rule 144 of the U.S. Securities Act of 1933, as amended, and the disclosure requirements of Sections 13 and 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). In

addition, to the extent that affiliates of the Adviser or any Client are subject to such restrictions, such Client, by virtue of its affiliation with such entities, may be similarly restricted, regardless of whether the Client stands to benefit from such affiliate’s stock ownership. Furthermore, where members of the Adviser, its affiliates and each of their respective employees, members, partners or principals serve as directors of certain of the companies, they may have duties to persons other than the Client. Securities of Companies with Foreign-Based Operations Clients invest in issuers that have a significant portion of their business and operations in, or a significant portion of their revenues from other locations outside the U.S. and therefore will be impacted by conditions in other locations outside the U.S. Investing in these securities involves additional considerations and risks beyond those typically involved in investing in U.S. companies, including the instability of some foreign governments, the possibility of expropriation, limitations on the use or removal of funds or other assets, changes in governmental administration or economic or monetary policy (in the U.S. or abroad) or changed circumstances in dealings between nations. The application of foreign tax laws (for example, the imposition of withholding taxes on dividends, interest payments or capital gains) or confiscatory taxation may also affect investments in foreign securities and significantly reduce any realized returns. Investments in foreign countries could be affected by other factors not present in the U.S., including lack of uniform accounting, auditing and financial reporting standards and potential difficulties in enforcing contractual obligations. Currency Risks Investments that are denominated in currencies other than the U.S. dollar are subject to the risk that the value of the particular currency will change in relation to one or more other currencies. In addition, there may be a delay in the Clients’ ability to convert non-U.S. currencies back to the U.S. dollar after receiving the proceeds of the sale of a non-U.S. dollar denominated currency. As a result, the Clients could realize a net loss on an investment, even if there were a gain on the underlying investment before currency losses were taken into account. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Futures Contracts The use of futures is a highly specialized activity which involves investment strategies and risks different from those associated with ordinary portfolio securities transactions, and there can be no guarantee that their use will increase the Clients’ returns or not cause the Clients large losses. While the use of these instruments by the Client(s) may reduce certain risks associated with portfolio positions, these techniques themselves entail certain other risks. If the Adviser applies a strategy at an inappropriate time or judges market conditions or trends incorrectly, futures strategies may lower the Clients’ return or cause substantial losses.

Governmental Regulatory Risk Securities markets are subject to comprehensive statutes, regulations and margin requirements. Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The effect of any future regulatory change on the Funds could be substantial and adverse including, for example, increased compliance costs, the prohibition of certain types of trading and/or the inhibition of the Clients’ ability to pursue certain of its investment strategies as described herein. Governments can ban or restrict the use of certain instruments in the Clients’ portfolio and may even attempt to do this on a retroactive basis. This could adversely affect the Clients’ ability to terminate existing positions or to realize amounts to be received and may result in significant losses to the Clients’ portfolios. Lack of Liquidity of Client Assets Client assets may, at any given time, include securities and other financial instruments or obligations which are or may become very thinly traded or for which no market exists and/or which are restricted as to their transferability under applicable securities laws. The sale of any such investments may be possible only at substantial discounts and it may be extremely difficult to accurately value any such investments. Additionally, with respect to private investments held by Clients, no public market exists with respect to those securities and no assurance can be given that an IPO or other liquidity event will be consummated by the applicable issuer in the future. Accordingly, there may be significant liquidity restrictions related to such investments. Valuation The net asset value of a Client is typically calculated by the Client’s third party administrator in accordance with the valuation policy established by the Adviser. The administrator will generally base the prices for the relevant securities in a Client’s portfolio upon information received from independent sources to the extent such information is available. The Adviser is involved in the valuation of securities to the extent that a market price for the securities is unavailable or deemed by the Adviser as not representative of its fair value or the Client holds a security for which a market price is not available (such as an investment in a private security). In such a case, the valuation is expected to be largely determined by, or dependent on input from, the Adviser. This could give rise to certain conflicts of interest, including the fact that the Adviser (and its principals and employees to the extent involved in valuation) may have an incentive to assign a greater value to assets in order to generate more fees or show more favorable performance. Valuation—Private Investments Investments in privately placed securities of private companies generally will be valued at fair value. These investments may be extremely difficult to value accurately. When making a private investment, the Adviser seeks to obtain as many information rights from the company as possible. However, the ability to obtain information rights and the types of information rights

received may vary on an investment by investment basis. The ability or the inability to obtain any information rights with respect to a private investment may impact the information assessed as part of the valuation process. In addition, there may be other positions in public securities that the Adviser determines must be fair valued for various reasons. Where appropriate, the Adviser may seek an independent third party opinion to assess the value of investments in privately placed securities or positions in public securities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more subjective judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Follow-on Investments Following its initial investment in a private portfolio company, a Client may be given the opportunity to increase its investment in future financing rounds or other transactions. There is no assurance that a Client will have sufficient funds to take advantage of such opportunity or that the Adviser will otherwise decide that it is appropriate for a Client to take advantage of any such opportunity. A failure to make such investment may result in a lost opportunity for a Client to increase its participation in the company or the dilution of a Client’s ownership in the company. Additionally, in certain cases, the Adviser may determine that the follow-on rights that one Client has may be used by another Client. Third-party Involvement The Adviser, may on behalf of certain of its Clients, co-invest with third parties through joint ventures or other entities. Third-party involvement with an investment may involve risks not present in investments where a third party is not involved and may negatively impact the returns of such investment. In addition, a Fund may be liable for actions of its co-venturers or partners. Inflation Risk Client accounts may be subject to inflation risk. Inflation risk is the risk that the value of investments or income from investments will be lower in the future as inflation decreases the value of money. As inflation increases, the value of the investments in a client’s account can decline. Cybersecurity Risk The Clients and their service providers, including the Adviser, may be subject to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cybersecurity attacks affecting the Funds or its service providers may adversely impact the Clients. For instance, cyber-attacks may interfere with the processing or

execution of Clients’ transactions, cause the release of confidential information, including private information about investors, subject the Clients and the Adviser to regulatory fines or financial losses, or cause reputational damage. Similar types of cybersecurity risks are also present for issuers of securities in which the Clients may invest. These risks could result in material adverse consequences for such issuers, and may cause the Clients’ investments in such issuers to lose value. Health Crises and Other Catastrophic Events Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on Clients' investments and the Adviser's operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for Client portfolio companies. In addition, under such circumstances the operations, including functions such as trading and valuation, of the Adviser and other service providers could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. Monitoring Fees In addition to management fees and performance compensation, the Adviser and its affiliates receive a variety of other fees relating to the investment activities of the Funds and their portfolio companies (including in respect of services of the Adviser’s employees whose primary responsibilities are to provide management and operating services and support to the Funds’ portfolio companies and portfolio companies of other funds advised by the Adviser (the “Portfolio Group”), including directors fees, management service fees, monitoring fees, investment banking fees, transaction fees (e.g., fees incurred upon an initial public offering, and monitoring, closing, financing, acquisition, exit, and similar fees), break-up fees and other fees from, or with respect to, a Fund’s actual or prospective portfolio companies (such fees, the “Portfolio Fees”). The Adviser and its affiliates expect to receive “monitoring fees” pursuant to monitoring agreements with portfolio companies of a Fund governing the advice, consultation and other similar ongoing services provided by the Adviser or its affiliates to such portfolio companies, the terms of which may include annual automatic renewals or the payment of fixed fees or fees calculated as a percentage of EBIDTA or similar performance metric). The amount and timing of such Portfolio Fees are generally specified in the agreement or other documentation governing the transaction. There may be certain circumstances (such as the occurrence of an initial public offering or strategic exit) which accelerate the payment of such fees. Because the agreements with portfolio companies providing for such fees generally have extended terms (often ten years or more and/or subject to automatic extensions and renewal),

the financial effect of such acceleration would be substantial, particularly in the event such circumstances occur early in the life of a Fund’s investment in such portfolio company. The amount of management fees payable by a Fund will be reduced by the amount of such Fund’s allocable share of Portfolio Fees (net of out of pocket costs and expenses incurred in connection with generating any such fees). Portfolio Fees may be paid in cash, in securities of the portfolio companies or otherwise. The Adviser and its affiliates and their respective professionals will from time to time be reimbursed by a portfolio company or a prospective portfolio company for any costs incurred in connection with activities related to such portfolio company or prospective portfolio company, and any such reimbursement will not be a “Portfolio Fee” or reduce any management fee. The opportunity to earn these fees and receive these reimbursements creates a conflict of interest between the Adviser and such affiliates, on the one hand, and the Funds and their investors, on the other hand, because the amounts of such fees and reimbursements are often substantial, the Funds and their investors do not have an interest in the Adviser or such affiliates and the rights of the Funds and their investors to these fees and reimbursements is limited to the management fee offset described herein. In addition, the Adviser’s ability to reduce management fees by the amount of any fee offset will be limited by the amount of management fees to be paid, which can delay the Funds’ investors’ receipt of the benefit of such offsets and, depending in part on certain elections that may be made by a Fund’s investors the Adviser will be entitled to retain a portion of such offsets that has not been applied to reduce the management fee as of the termination of such Fund. The Adviser intends to reduce a portion of the management fee in partial satisfaction of any obligation of the Adviser and certain employees and affiliates of the Adviser to invest in or alongside the Funds, which will further reduce the amount of management fees against which such offsets may be applied. The Adviser determines the amount and timing of Portfolio Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or thirdparty co-investors in its transactions. In many cases with respect to the implementation of the arrangements described above, there is not an independent third party involved on behalf of the relevant portfolio company and therefore such fees are not subject to a market check. A conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company by virtue of the Adviser acting on behalf of both parties. In addition, the Adviser or its personnel, on behalf of the Adviser, from time to time receive stock of a portfolio company as a Portfolio Fee due to the service of such personnel on the board of such portfolio company or as compensation for other services provided to such portfolio company. In such event, the recipient will generally act in its own interest with respect to the stock received as a Portfolio Fee (including, for instance, determining to sell the distributed securities, or hold on to the distributed securities for such time as such recipient shall determine in its sole discretion). The ability of such recipients to act in their own interest with respect to

the stock received as a Portfolio Fee creates a conflict of interest between the Adviser, as an adviser to the Funds and its personnel, on the one hand, and the Funds, on the other hand, because the recipient’s interests may not be aligned with those of a Fund and the recipient may determine to sell the stock received at a different time, or on different terms, than such Fund would sell its interest. Any fees that accrue to the benefit of former Adviser personnel or other persons who are or become unaffiliated with the Adviser (even if any such fee is earned during their tenure with the Adviser) are not considered “Portfolio Fees” and do not reduce the management fees or otherwise benefit the Funds or their investors. Similarly, any fees that accrue to the benefit of Adviser personnel or other persons who are affiliated with the Adviser prior to their association with the Adviser (even if any fee received in kind is realized or otherwise converted to cash during their tenure with the Adviser) are not considered “Portfolio Fees” and do not reduce the management fee or otherwise benefit the Funds or their investors. From time to time, the Adviser (in its sole discretion) agrees to pay a portion of a Portfolio Fee received from an actual or prospective portfolio company to another party, such as a consultant, advisor, Operating Partner (as defined below), finder, broker, investor, co-investor and/or investment bank. The Adviser is not required to share the portion of the Portfolio Fee paid to such party with a Fund (or its investors) and, therefore, the portion of a Portfolio Fee paid to such party will not reduce the management fee. In addition, the Adviser may enter into economic and/or other fee sharing arrangements with coinvestors (which may include certain investors in another Client) with respect to one or more Clients or investments, the rights of which will not generally be made available to other coinvestors, including other investors. For the avoidance of doubt, any fees paid to the Adviser or its personnel after a Fund has exited an investment are not considered “Portfolio Fees” and do not reduce the management fees. Allocation of Investment Opportunities In connection with its investment activities, the Adviser will encounter situations in which it must determine how to allocate investment opportunities (including follow-on investments) among various persons, which may include: (i) the Clients (ii) any co-investors or co-investment vehicles that have been formed to invest side-by-side with one or more of the Clients, (iii) personnel of Adviser, and (iv) other third parties. For example, certain portfolio executives may be given the opportunity to invest alongside the Funds, and certain other Operating Partners (as defined below) are likely to have rights to purchase a portion of certain transactions in connection with services or value to be provided to the Funds or a portfolio company as determined by the Adviser. Any portion so purchased will not be available to the Funds. The Adviser and its affiliates will, from time to time, be presented with investment opportunities that fall within the investment objective of one Client and any other Client and other Clients may invest in assets eligible for purchase by another Client. The investment policies, fee

arrangements, carried interest, investments owned by employees of the Adviser or its affiliates with respect to certain Clients, and other circumstances of certain Clients, may vary from those with respect to other Clients. These relationships may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to each Client. In addition, some Clients have different investments teams from that of other Clients. Typically, investments sourced by a particular investment team of a Client will be first offered to the Client of that particular investment team. To the extent an investment is declined by a Client, such investment can be offered to another Client. Subject to any requirements of the governing instruments of one Client and the other Clients and the considerations set forth herein, opportunities for such investments (including follow-on investments) will be allocated among specifically the Client and the other Clients in a manner and on terms that the Adviser and its affiliates, as well as the respective general partners of the Funds and the other Clients, believe in their sole discretion to be appropriate given factors they believe to be relevant, including: each fund’s investment objective and investment focus, transaction sourcing (and with respect to an investment opportunity originated by a third-party, the relationship of each Client to or with such thirdparty), each Client’s risk profile, each Client’s total portfolio invested position, each Client’s liquidity and reserves (including whether a Client is able to commit to invest all capital required to consummate a particular investment opportunity), diversification (including the actual, relative or potential exposure of each Client to the type of investment opportunity in terms of its existing portfolio), lender covenants and other limitations, tax status, structural and operational differences between Clients, any “ramp-up” period of a newly established Client, amount of capital available for investment by each Client as well as projected future capacity for investment (including whether a Client is able to invest all capital required to consummate a particular investment opportunity) and anticipated co-investment (if any), the size of the investment, each Client’s targeted rate of return, stage of development of the prospective investment or anticipated holding period of the investment, composition of a Client’s portfolio and a Client’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics), suitability as a follow-on investment for a current investment of a Client or to upsize an existing investment, timing expected necessary to execute an investment, the use of leverage in the proposed capital structure, the availability of other suitable investments for each Client, risk considerations, cash flow considerations, the centrality of an investment to a Client’s strategy, asset class considerations, industry and other target allocations, tax and accounting implications, minimum and maximum investment size requirements, whether an investment opportunity requires additional consents or authorizations from a Client, investors or third parties or legal, contractual or regulatory constraints. The Adviser will seek to make all allocations of investment opportunities among the Clients in a fair and equitable manner, and will not favor or disfavor, consistently or consciously, any Client in relation to any other Client. The application of the investment allocation factors set forth above will often result in allocation on a non-pro rata basis and there can be no assurance that each Client will participate in all investment opportunities that fall within its investment objectives. The Adviser makes allocation determinations based solely on the Adviser’s expectations at the time such investments are made, however investments and their characteristics may change and there can

be no assurance that an investment may prove to have been more suitable for a specific Client in hindsight. Certain Clients are expected to receive a priority allocation of investment opportunities in certain circumstances, including due to the following factors: (i) the nature of the investment and whether the investment is a public security or a private security; (ii) the size of the market capitalization of a public security; (iii) the analyst team that led the work on the investment; (iv) whether a Client has cash available for deployment; (v) whether the Client has not received its full allocation of the investment; and/or (vi) whether the Client held the public security in advance of a take private transaction. In addition, a Client will receive priority with respect to investment opportunities that fall within its investment objective while it is still making new investments. The existence of these priority rights will reduce the amount of such opportunities offered to another Client. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among Clients with differing fee, expense and compensation structures, the Adviser has an incentive to allocate investment opportunities to the Clients from which the Adviser or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. Notwithstanding the foregoing, the Adviser will not allocate investment opportunities among the Clients based, in whole or in part, on (i) the relative fee structure or amount of fees paid by a Client or (ii) the profitability of a Client. While the Adviser determines how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which the Adviser is subject, discussed herein, did not exist. In addition, principal executive officers and other personnel of the Adviser, and certain service providers to the Clients and/or the portfolio companies, invest in and/or alongside the Clients and will therefore participate in investments made by the Clients. The interests of such personnel will vary Client by Client and may create an incentive to allocate particularly attractive investment opportunities to the Client in which such personnel hold a greater interest. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to the Clients. A conflict also arises in allocating an investment opportunity if the potential investment target could be acquired by either a Client or a portfolio company of a Client. In making such an allocation determination, the Adviser will consider some one or more of the factors set forth above and will make a determination in its good faith discretion. In addressing these various conflicts among Clients, the following factors generally mitigate, but will not eliminate, conflicts of interest among Clients: • A Client will not make any investment unless its general partner, as applicable, believes that such investment is an appropriate investment considered solely

from the viewpoint of the Client; • The Advisory Committee (as defined below) of each respective Fund and each other Client, as applicable, whose members are not affiliated with the general partner of such Client, as applicable, play an important role in resolving conflicts of interest by approving or disapproving the appropriateness of decisions that involve significant conflicts of interest referred to it by the appropriate Client’s general partner, as applicable; and • Where the Adviser or one or more of its affiliates deems appropriate in its sole discretion, unaffiliated third parties will be used to help resolve conflicts such as the use of an investment banker to opine as to the fairness of a purchase or sale price. In addition, the willingness of a third party to make an investment on the same terms as a Client would demonstrate the fairness of the transaction to such Client. Allocation of Fees and Expenses Subject to the terms of each Client’s governing documents, the Adviser will allocate fees, costs and expenses incurred in connection with the operations and management of the Clients, as applicable, between the Adviser and the Clients in its sole discretion, in each case using good faith and its best judgment. The appropriate allocation among Clients of expenses, costs and fees generated in the course of evaluating and making investments often may not be clear, especially where more than one nonClient participates in an investment. To the extent not allocated to a portfolio company, the Adviser will allocate fees, costs and expenses incurred in the course of evaluating and making investments that are consummated between Clients pro rata based on the respective amounts of capital proposed to be invested in such contemplated investment. If multiple Clients are considering making an investment that is not consummated, allocation of the expenses with respect to such unconsummated investment (“Dead Deal Costs”) generated for the account of such Clients will be made on a basis that the Adviser determines is fair and equitable, in its sole discretion. To the maximum extent permitted by applicable law, Dead Deal Costs are typically not allocated to co-investors or co-investment vehicles. Instead, such Dead Deal Costs instead are expected to be borne by the Clients that were identified to invest in the transaction. In addition, neither the general partner of each Client, as applicable, nor any investors in a Client that are affiliated with such Client’s respective general partner, as applicable, will bear any portion of Dead Deal Costs allocated to such Client; rather, all such Dead Deal Costs allocated to such Client will be borne by the Client’s investors unaffiliated with the Client’s general partner, as applicable. In the event the Adviser is making any determination regarding whether an allocation is fair and equitable, the Adviser will have discretion in making such determination, and will evaluate facts and circumstances, which may include, without limitation, timing of the transaction, benefit to a Client to have co-investors participate and relative negotiation power. This discretion creates a potential conflict of interest as the Adviser

may have incentive to allocate expenses to a particular Client over another Client and it may result in a Client bearing more than its pro rata portion of certain fees, costs and expenses (including Dead Deal Costs). Dead Deal Costs include, among other things, legal, accounting, advisory, consulting or other third party expenses (including amounts payable to Operating Partners (as defined below) and other third parties), any travel and travel-related and accommodation expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for proposed investments, any break-up fees, reverse termination fees, topping, termination or other similar fees, expert network costs and expenses, market diligence costs and expenses, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. In general, the Adviser will resolve all such matters using its best judgment, considering all factors it deems relevant, but in its sole discretion. The Adviser or one of its affiliates will provide certain legal, regulatory, tax, accounting, administration, and similar services to the Funds and the Funds will each bear their allocable portion of the fees, costs and other expenses (including an allocable portion of personnel compensation (including salary, bonus, payroll taxes, and benefits) and related overhead expenses (including rent, property taxes, and utilities applicable to workspaces)) attributable to such services. Such allocations require judgments as to methodology that the Adviser makes in good faith but in its sole discretion. These allocation methodologies include: requiring personnel to periodically record and allocate their time with respect to the Clients and/or their portfolio companies; the Adviser approximating a portion of time a person has spent with respect to a particular Client or portfolio company; the assessment of an overall dollar amount (for instance, based on a fixed fee) that the Adviser believes represents a fair recoupment of expenses and a market rate for such services; and any other similar methodology determined by the Adviser to be appropriate under the circumstances. Each Fund’s general partner believes that any conflict of interest with respect to such fees, costs and other expenses is mitigated by the requirements set forth in the limited partnership agreement of each Fund that (i) such services would, in the ordinary course, otherwise be provided by third-party service providers and such fees, costs and other expenses would be expenses of such Fund if such services were provided by third-party service providers, (ii) the general partner of each Fund reasonably believes that it is in the interests of a Fund to have in-house personnel perform such services rather than third-party service providers, and (iii) the costs of providing such services are no greater than the amount that would be charged by third-party service providers providing such services in an arm’slength transaction. In the event the Adviser seeks to obtain benchmarking data regarding third party rates for similar services, relevant market comparisons may not be available for a variety of reasons, including as a result of lack of a substantial market of providers or users for such service, confidentiality reasons and the bespoke nature of certain services. As a result, market comparisons may not (and often do not) result in precise comparable data for certain services.

With respect to allocating other expenses among the Funds, other Clients, co-investment vehicles, and/or third parties (each, an “Allocable Party”), as appropriate, to the extent not addressed in a Client’s governing documents, the Adviser will make any such allocation determination in a fair and reasonable manner using its good faith judgment and in accordance with applicable law, notwithstanding its interest (if any) in the allocation (which such methodologies may include pro rata allocation based on the respective capital subscriptions of the Clients, pro rata allocation based on the respective investment (or anticipated investment) of an allocable party in an investment, relative benefit received by an allocable party, or such other equitable method as determined by the Adviser in its sole discretion). The Adviser will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or advisable. Notwithstanding the foregoing, the portion of an expense allocated to the Funds or another Client for a particular service will not always reflect the relative benefit derived by the Fund or such other Client from that service in the particular instance and the Adviser will in certain cases determine an allocation of expenses to be fair and equitable even where the Funds or such other Client is required to bear more than its proportional share of such fees or expenses relative to other Allocable Parties receiving the same service or participating in the same transaction. In addition, a Fund or such other Client will bear more or less of a particular expense based on the methodology used, and the Fund or such other Client will bear more or less of a particular expense based on the number of Allocable Parties the Adviser selects to bear the expense in its initial allocation determination. When making expense allocation determinations, the Adviser generally will allocate an expense to one or more Allocable Parties that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Allocable Parties that were not in existence or otherwise identified as Allocable Parties at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases the Adviser will not re-allocate the expense to each such future Allocable Party, and such future Allocable Part(ies) will benefit at the expense of other Allocable Parties. In addition, from time to time the Funds procure borrowing through a subscription line or credit facility in order to make an investment, syndicating out a portion of the investment to another Fund, co-investor or other party. Subject to the Funds’ respective limited partnership agreements, each Fund will bear the entire cost of interest from the borrowing, even though the investment may ultimately be made by other such parties. The Adviser will be responsible only for its expenses incurred in providing services to the Funds pursuant to the Offering Documents in exchange for the management fee. All other costs and expenses incurred in the operation or management of the Funds will be borne by the Funds or, if paid by a Fund’s general partner, the Adviser or their respective affiliates, will be reimbursed by the Fund. Travel expenses borne by the Funds may include, without limitation, expenses for first class travel, business class travel, private cars, lodging, premium meals and entertainment. Expenses relating to research, discovery, sourcing, investigation, negotiation, structuring, making, holding, developing, operating, managing, monitoring or disposing of investments may be borne by the Funds even if such expenses are not related to a specific transaction (including without limitation, attendance or participation at industry conferences, social and entertainment

events (with portfolio company management, customers, clients, borrowers, brokers and service providers) and travel to meet with investment banks, financial intermediaries or other potential sources of transactions). Expenses of the types borne by a Fund but associated with the Fund’s feeder fund organized to facilitate the participation of certain investors in such Fund (including, without limitation, expenses of accounting and tax services) are expected to be borne by the Fund. Expenses specifically attributable to the maintenance or administration to a fund investing parallel to a Fund (if any), including any subsidiaries through which such parallel fund (but not the Fund) invests, generally will be borne by the investors of such parallel fund, unless the Fund’s general partner determines in its sole discretion that an alternative allocation of such expenses is fair and reasonable under the circumstances. A portfolio company will typically reimburse the Adviser for expenses incurred by the Adviser in connection with its performance of services for such portfolio company. To the extent not reimbursed by a portfolio company, such expenses will be paid or reimbursed by the Funds as described above. Expenses typically reimbursed by portfolio companies include, without limitation, travel and travel-related expenses (which include expenses for commercial and noncommercial transportation costs (including first class travel, or business class travel and private cars), lodging and accommodations), meals and entertainment expenses (including, as applicable, closing dinners and mementos, cars and meals (outside normal business hours), social and entertainment events with portfolio company management, customers, clients, borrowers, brokers and service providers), expenses relating to training programs, meetings or other events (to the extent such programs, meetings or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), indemnification expenses, certain legal expenses and similar out-of-pocket expenses, as well as consulting fees and other cash and non-cash compensation and expenses. As described above, such reimbursements are not subject to the management fee offset mechanisms. In addition to arrangements where the Adviser or its affiliates may receive reimbursements of expenses, the Adviser will make recommendations regarding the engagement of services providers or the incurrence of expenses by the Funds. Because certain expenses are paid for by the Funds and/or their portfolio companies or, if incurred by the Adviser, are reimbursed by a Fund and/or its portfolio companies, the Adviser may not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses. Management of the Funds and other Clients The Adviser manages Clients that have investment objectives similar to each other. The Adviser expects that it or its personnel will in the future establish one or more additional Clients with investment objectives substantial similar to, or different from, those of the current Clients. The Adviser may give advice or take actions with respect to, the investments of the Fund that may not be given or taken with respect to Clients with similar investment programs, objectives or strategies. For example, the tax structure of a Fund’s participation in an investment may be different than the tax structuring for another Client’s participation in the same investment. As a

result, Funds with similar strategies may not hold the same securities or achieve the same performance. In addition, a Fund may not be able to invest through the same investment vehicles or have access to similar credit or utilize similar investment strategies as another Client due to tax, regulatory or other considerations. These differences may result in variations with respect to participation, price, leverage and associated costs of a particular investment opportunity, including the taxes borne by the investors participating in an investment through a particular tax structure. In addition, it is expected that employees of the Adviser will have responsibilities with respect to multiple Clients, including Clients raised in the future or to proprietary investments made by the Adviser and/or its principals of the type made by the Clients. The Adviser will, from time to time, consider, and reject an investment opportunity on behalf of one Client and subsequently determine to have another Client make an investment in the same opportunity. A conflict of interest arises because one Client will, in such circumstances, benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Client considering the investment. In such circumstances, the benefitting Client(s) will not be required to reimburse the original Client for expenses including in connection with researching such investment. In addition, the Adviser expects that it will, from time to time, consider an investment opportunity for a Client and then subsequently determine to have another Client make the investment or, alternatively, consummate an investment opportunity for a Client and then subsequently determine to have another Client make an investment in the same portfolio company (or in an opportunity related to that portfolio company). In making any such determination, the Adviser will consider a variety of factors, including those set forth above under “Allocation of Investment Opportunities.” Conflicts of interest arise in connection with such an allocation, including those set forth above under “Allocation of Investment Opportunities.” In addition, a conflict of interest exists because a Client will benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of a Client for which the investment was initially considered (whether or not such investment was consummated). In certain cases, such allocation determination can be expected to occur after a significant period of time has passed (particularly where a Client invests in a portfolio company and a Client later invests in the same portfolio company or an opportunity related to that portfolio company) and a Client to which the investment was originally allocated, or which made the initial investment, has incurred substantial out-of-pocket expenses in connection with evaluating, investigating and diligencing such investment. Such Client typically will not be required to reimburse another Client for such expenses. In the event that the Client does reimburse another Client for out-of-pocket expenses incurred in connection with evaluating, investigating and diligencing such investment, the Client typically will not pay interest on any such amounts reimbursed to such Client. Alternatively, if the Client does pay interest on such amounts to another Client, there can be no assurance any such interest will be paid over at the same time as such reimbursement or that the amount of such interest will be sufficient to compensate such Client for the time since it deployed capital to pay such expenses. The Adviser

experiences conflicts of interest in connection with causing a Client to incur expenses that may ultimately benefit another Client, and similarly experiences conflicts of interest in determining the need for, calculating the amount of, and effecting any such reimbursement, as such arrangements may involve the discharge of a liability that a Client owes to another Client, and in all such cases these determinations, calculations, and terms are not arm’s length arrangements and there can be no assurance that the allocation of such expenses is in the best interest of a particular Client. There can be no assurance that amounts reimbursed to one Client, if any, will be commensurate with the benefit received by another Client. The Adviser receives and generates various kinds of portfolio company data and other information, including related to financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors and other metrics. This information may, in certain instances, include material non-public information received or generated in connection with efforts on behalf of one Client’s investment (or prospective investment) in a portfolio company. As a result, the Adviser is better able to anticipate macroeconomic and other trends, and otherwise develop investment strategies. The Adviser has in the past and is likely in the future to enter into information sharing and confidentiality agreements with portfolio companies and other sources of information that may limit the internal distribution and use of such data. The Adviser is likely in the future to, in certain instances, use this information in a manner that may provide a material benefit to the Adviser, its affiliates, or to certain Clients without compensating or otherwise benefiting the Client from which such information was obtained. In addition, the Adviser may have an incentive to pursue investments in portfolio companies based on the data and information expected to be received or generated. The Adviser has in the past and may in the future utilize such information to benefit the Adviser, its affiliates or certain Clients in a manner that presents a conflict of interest but does not intend to specifically disclose such conflicts to the relevant Clients. Advisory Committee Although a Fund’s advisory committee (“an Advisory Committee”) is intended to act as the representative of the investors in a Fund, the interests of the members of an Advisory Committee may not be aligned with the interests of other investors in the Fund and the members of an Advisory Committee may prioritize their own interests over such Fund’s interests. So long as an Advisory Committee member acts in good faith, he or she generally shall have no liability to a Fund and be indemnified by the Fund unless his or her conduct is considered fraud or willful misconduct. Furthermore, an Advisory Committee cannot be expected to be an expert in private equity investing, and certain of its determinations may, in fact, adversely affect the performance of a Fund. Tax-exempt investors should note that the use of borrowings by a Fund may cause the realization of UBTI. Conflicts Relating to Co-Investment Opportunities Each Fund’s general partner expects that it will from time to time determine that it is desirable for all or any portion of an investment opportunity to be purchased by third parties, including, without limitation, investors of the Funds, other Clients, strategic partners, other investors or

such persons acting as finders or brokers of transactions. Co-investors may have significant relationships with a Fund’s general partner, the Adviser or their respective affiliates, which could present certain conflicts of interest. There may be circumstances where the Adviser determines, for strategic or other reasons, that an amount that could have otherwise been invested by a Fund is instead allocated to one or more co-investors. Since the amount of Portfolio Fees generated and attributable to a Fund's pro rata share in coinvestments will reduce the management fees paid by the Fund or any other Clients, the allocation of co-investment opportunities to co-investors will, in many or all cases, involve a benefit to the Adviser in addition to the receipt of Portfolio Fees, including the receipt of management fees or allocation of carried interest from the co-investor, and/or capital subscriptions to other Funds (including successor Funds). As a result of the foregoing, the Adviser could be incentivized to allocate a greater portion of an investment to a co-investor than it would have otherwise allocated absent such an arrangement or economic terms. No investor has a right (solely by virtue of its investment in a Fund) to participate in any such co-investment opportunities (“Co-Investment Opportunities”), subject to any side letter entered into with an investor that provides such investor with certain rights in respect of co-investments. Decisions regarding whether and to whom to offer such Co-Investment Opportunities, as well as the applicable terms on which a co-investment is made, are made in the sole discretion of a Fund’s general partner. Such Co-Investment Opportunities typically will be offered to some and not other investors in the sole discretion of such Fund’s general partner and investors may be offered a smaller amount of Co-Investment Opportunities than originally requested. The terms of such Co-investment Opportunities (including with respect to management fees, performancebased compensation and related arrangements and/or other fees applicable to co-investors) will be set by the Fund’s general partner or the Adviser in its discretion, and the Fund’s general partner or the Adviser may consider an investor’s other relationships with the Adviser with respect to terms. In addition, third parties – rather than one or more Fund investors – will from time to time be offered such Co-Investment Opportunities, in the sole discretion of such Fund’s general partner. Non-binding acknowledgements of interest in Co-Investment Opportunities do not require the Adviser to notify the recipients of such acknowledgements if there is a CoInvestment Opportunity. Each Co-Investment Opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). However, the Adviser from time to time agrees to give particular investors, other Clients, or other third parties priority access to Co-Investment Opportunities. The existence of such priority or other contractual co-investment access rights could affect the Adviser’s decision to offer certain opportunities for co-investment and could limit the ability of a Fund or its investors to be offered certain Co-Investment Opportunities. In exercising its discretion to allocate Co-Investment Opportunities with respect to a particular investment among the potential co-investors, the Adviser considers some or all of a wide range

of factors, which include, but are not limited to, its own interests and/or one or more of the following: •

The Adviser’s evaluation of the size and financial resources of the potential coinvestment party and the Adviser’s perception of the ability of that potential coinvestment party (in terms of, for example, staffing, expertise and other resources) to efficiently and expeditiously participate in the investment opportunity with a Fund without harming or otherwise prejudicing the Fund, in particular when the investment opportunity is time-sensitive in nature, as is typically the case (including whether the potential co-investment party has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required);

•

Any confidentiality concerns the Adviser has that may arise in connection with providing the other account or person with specific information relating to the investment opportunity in order to permit such potential co-investment party to evaluate the investment opportunity;

•

Whether a potential co-investment party has a history of participating in opportunities and the Adviser’s perception of its past experiences and relationships with the potential co-investment party, such as the willingness or ability of the potential co investment party to respond promptly and/or affirmatively to potential investment opportunities previously offered by the Adviser and the expected amount of negotiations required in connection with a potential co-investment party’s commitment;

•

The character and nature of the co-investment opportunity (including the potential co-investment amount, structure, geographic location, tax characteristics and relevant industry);

•

Level of demand for participation in such co-investment opportunity;

•

The ability of a potential co-investment party to aid in operating or monitoring a portfolio company or the possession of certain expertise by a potential coinvestment party and the potential co-investment party’s relationship with the management team of the potential portfolio company and whether the potential coinvestment party has any existing positions in the portfolio company;

•

The extent to which a potential co-investment party has been provided a greater amount of co-investment opportunities relative to others;

•

Whether the potential co-investment party would require any governance rights that would complicate the transactions (or, alternatively, whether the potential coinvestment party would be willing to defer to the Adviser and assume a passive role

in governing a portfolio company); •

Any interests or relationships a potential co-investment party has in any competitors of the portfolio company;

•

The ability of a potential co-investment party to hold investments for longer periods of time;

•

The Adviser’s perception of whether the investment opportunity may subject the potential co-investment party to legal, tax, regulatory, competitive, confidentiality, reporting, public relations, media or other burdens that make it less likely that the other account or person would act upon the investment opportunity if offered;

•

The Adviser’s evaluation of whether a particular potential co-investment party has provided value in the sourcing, establishing relationships, participating in diligence and/or negotiations for such potential transaction or is expected to provide value to the business or operations of a portfolio company post-closing;

•

The Adviser’s evaluation of whether the profile or characteristics of the potential co-investment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of a Fund to take advantage of such opportunity (for example, if the potential co-investment party is involved in the same industry as a target company in which a Fund wishes to invest, or if the identity of the potential co-investment party, or the jurisdiction in which the potential co-investment party is based, may affect the likelihood of the Fund being able to capitalize on a potential investment opportunity);

•

Whether the potential co-investment party will make commitments to invest in a Fund (including concurrently with the applicable co-investment) as well as commitments to future funds raised by the Adviser;

•

Whether the co-investment opportunity is being provided in connection with a potential investment in or acquisition of interests through a secondary transfer of a Fund (i.e., a stapled co-investment opportunity); and

•

Whether the Adviser believes, in its sole discretion, that allocating investment opportunities to a potential co-investment party will help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits and other value (including strategic, sourcing or similar benefits) to current or future Clients, portfolio companies and/or the Adviser and whether the potential co-investment party has demonstrated a long-term and/or continuing commitment to the potential success of the current or future funds and/or the Adviser.

The factors above are not listed in order of importance or priority and the general partners of each Fund are not required to, and do not, consider all of the factors described above in any particular

investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. Each Fund’s general partner exercises its discretion in allocating investment opportunities among investors of its Fund and third parties, generally will not result in proportional allocations among such persons, and such allocations often will be more or less advantageous to some such persons relative to other such persons. For example, a Fund’s general partner may be incentivized to offer co-investment opportunities to certain persons over others based on its economic arrangement with such persons (including, for example, whether the Adviser and/or a Fund’s general partner is entitled, under arrangements made with certain potential co-investment parties, to additional management fees and/or carried interest based on the availability of co-investment opportunities offered to such parties). While a Fund’s general partner determines how to allocate investment opportunities using its best judgment, but in its sole discretion, considering such factors as it deems relevant (including, but not limited to, whether the co-investor may invest in future Clients sponsored by such general partner), there can be no assurance that the actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which that general partner may be subject, discussed herein, did not exist. In the event the Adviser determines to offer an investment opportunity to co-investors, there can be no assurance that the Adviser will be successful in offering a Co-Investment Opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for a Fund or that expenses incurred by a Fund with respect to the syndication of the co-investment will not be substantial. The Funds bear the risk that any or all excess portion of an investment is not sold or is sold on unattractive terms. Further, it is possible that a potential co-investment party may experience financial, legal or regulatory difficulties and may, from time to time, have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of the Fund and as a result, may take a different view from the Adviser as to appropriate strategy for an investment or may be in a position to take a contrary action to a Fund’s investment objective. In the event that the Adviser is not successful in offering a Co-Investment Opportunity to potential co-investors, in whole or in part, a Fund may consequently hold a greater concentration and have more exposure in the related investment opportunity than was initially intended and would bear, in whole or in part, the fees, costs and expenses related to such investment, which could make a Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. Therefore, it is possible that a Fund that overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. The Adviser or its affiliates may establish dedicated co-investment vehicles for specific investors in order to facilitate investments by the relevant investors as co-investment parties alongside a Fund which often have more favorable rights and/or terms than the Fund and/or other co-investors. Any such vehicle will be established at the Adviser or its affiliates’ sole discretion

and the Adviser and its affiliates have no obligation to offer a similar opportunity to any other investor. As discussed above, the appropriate allocation among co-investors, the Funds and any other Clients of expenses and fees generated in the course of evaluating and making investments often may not be clear. For instance, if a potential investment is not consummated, the full amount of any Dead Deal Costs relating to such potential but not consummated investment would generally be borne entirely by a Fund and/or the other Clients selected by the Adviser as proposed investors for such proposed investment, rather than the co-investors. Any coinvestment vehicle established for a carried interest recipient and other related persons, whether investing through or alongside a Fund, will, to the maximum extent permitted by applicable law, not pay Dead Deal Costs and such Dead Deal Costs will be borne by a Fund. In addition, the Adviser and its affiliates have discretion to (i) receive performance-based compensation, management fees or similar fees from co-investors and (ii) collect customary fees in connection with actual or contemplated investments that are the subject of co-investment arrangements. Conflicts Relating to Secondary Transfers To the extent the Adviser has discretion over a secondary transfer of interests in a Fund or is asked to identify potential purchasers in a secondary transfer, the Adviser will do so in its sole discretion, generally taking into account the following factors: •

the Adviser’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations;

•

the Adviser’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits to current or future Clients and/or the Adviser;

•

Whether the potential purchaser would subject a Fund’s general partner, the Adviser or the Fund, or their affiliates to legal, tax, regulatory, reporting, public relations, media or other burdens;

•

A potential purchaser’s investment into another Fund (including any commitment into a future fund); and

•

Such other facts as it deems appropriate under the circumstances in exercising such discretion.

The factors above are not listed in order of importance or priority and each Fund’s general partner is not required to, and does not, consider all of the factors described above in any particular

secondary transfer and some factors may be more or less important depending upon the nature of the particular secondary transfer and attendant circumstances. Cross Transactions In certain cases, the Adviser may seek to cause a Fund to purchase investments from another Client, or cause a Fund to sell investments to another Client. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, the Fund may not receive the best price otherwise possible, or the Adviser might have an incentive to improve the performance of another Client by selling underperforming assets to the Fund in order, for example, to earn fees or generate profit in respect of such other Clients. Additionally, in connection with such transactions, the Adviser, its affiliates and/or their professionals (i) may have significant investments, or intentions to invest, in a Fund or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). Depending on the transaction structure, these transactions may disproportionately benefit the purchasing, selling, or merging Client (or the Adviser as a result of its interests in a particular Client), and a Fund may incur expenses or forego gains that would have been obtained had it not entered into such transaction. For example, the Adviser may be incentivized to support a less successful portfolio company of an older Client by causing a Fund with a longer remaining term and investment period to purchase a part or all of such portfolio company in order to provide the Adviser additional time to potentially manage it to a successful exit and increase the likelihood of the Adviser or an affiliate receiving carried interest. Conversely, the Adviser may be incentivized to sell an attractive investment in an older Client to a Fund to increase the amount of fees received by the Adviser or an affiliate with respect to such an investment. Determining the valuation or other terms of such transactions may also create a conflict of interest due to the Adviser’s consideration of the particular terms (including the fee terms) of the Clients and the Adviser’s interest in such Clients. Such acquisition or merger may result in the acquiring entity purchasing a Client’s portfolio company at a valuation that is: (a) not the highest price than could have been obtained in the market had there been a robust sales process with multiple third party bidders or (b) higher than the value of the company resulting in an overvaluation. Under certain circumstances, the Adviser may wish to reduce the investment of one or more Clients in an investment and increase the investment of other Client(s) in such investment, and may, therefore, effect such transactions by directing the transfer of such investment between such Clients or through any other transaction structure (for example, distribution of portfolio company interests from one Client and contribution of such interests to another Client). In determining whether to seek to consummate such a transaction, the Adviser will consider its duties to the Funds and determine whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s length transaction with a third party on commercially reasonable terms (which may or may not involve a valuation agent or a thirdparty bid). There can be no assurance that any such conflicts can be resolved in a manner that

is beneficial to the Funds or portfolio company nor is there any assurance that such transaction will be equally or similarly profitable or advantageous to the Funds. Principal Transactions Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the investment adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. In connection with the Adviser’s management of the Funds, the Adviser and its affiliates may engage in principal transactions. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the Funds regarding any proposed principal transactions and that any required prior consent to the transaction be received. The Funds’ limited partnership agreements will provide that each Fund’s general partner may grant any such approvals required under Section 206(3) of the Advisers Act. Conflicts Related to Purchases and Sales The Funds expect to co-invest with another Fund and may invest in a portfolio company or in any security or issuer in which another Client has previously made or subsequently will make an investment, in either the same security or a different security within a portfolio company’s capital structure. Conflicts may arise in connection with such investments. Questions arise as to whether payment obligations and covenants should be enforced, modified or waived, whether payments should be accelerated, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any work-out or restructuring or other concessions that may be given in such a situation raise conflicts of interest, and the Adviser may be incentivized to choose a course of action that benefits one Client to the detriment of another Client, particularly where a Clients invest in different securities within the same portfolio company, as described further below. The terms of a Fund’s investment, including the types of securities purchased and its position within a portfolio company’s capital structure, may be different from the terms of another Client’s investment, and such investment, even if made in the same security of an issuer, may be made or disposed of at a different time, and/or in different amounts (including, for the avoidance of doubt, on a non-pro rata basis), than the investment by the other Client(s). Investments by a Fund in portfolio companies or in any security or issuer in which one or more Clients have a pre-existing interest may be acquired at higher or lower prices than those at which such Client(s) invested, or a Fund may acquire securities that differ significantly from the securities of such portfolio company held by another Client, including with respect to seniority, dividends, voting rights and participation in liquidation proceeds. The different prices paid for,

or terms or relative amounts of, securities held by a Fund, on the one hand, and another Client, on the other hand, will create conflicts of interest, including the possibility that such purchase by a Fund is used to support the price of an investment in the same issuer or security by another Client. A Fund’s general partner is not obligated to notify or seek the approval of an Advisory Committee when it makes an investment in an entity in which another Client invested prior to such Fund’s proposed investment. A Fund’s general partner must notify an Advisory Committee, as applicable, if it intends to make an investment on behalf of the Fund in the same securities (other than in publicly traded securities) of an entity at the same time as another Client if such investment is to be made on different terms and conditions than the co-investing Client. In addition, certain of the Adviser’s personnel may invest in companies that, at the time of such investment, are not within the size and scope of a Fund’s investment strategy, but that may in the future fall within the size and scope of the Fund’s investment strategy. Such investments will create a conflict of interest if the Adviser later determines that it is appropriate for a Fund to invest in such companies, including those conflicts discussed above. In addition, where a Fund and another Client invest in the same portfolio company, there can be no assurance that such parties will dispose of investments at the same time and on the same terms. For example, because the Adviser may have an incentive to show realized returns in connection with other fundraising activities (including fundraising for a successor fund) or because a Fund’s term may expire before or after the end of another Client’s term, the Fund and such other Client may dispose of the investment at different times. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, a Fund may realize different returns as compared to the same investment held by another Client. These variations in timing may be detrimental to such Fund. Alternatively, if a Fund’s general partner causes such Fund to exit an investment at the same time as another Client, such Fund may dispose of its interest earlier than it ordinarily would have and may, as a result, experience lower returns than it otherwise may have earned on such investments had it held the investment longer. This could occur, for example, in a situation where a Fund is pressured to sell at the same time as another Client with a shorter term or with a much larger stake in the portfolio company in order to avoid its interest becoming a minority position that does not command a control premium. Or, a Fund may be contractually forced to dispose of an investment early if another Client holds a drag-along right or if a buyer requires the sellers to provide the entirety of Long Path’s interest in the company being sold. Further, the Adviser may have limited ability to divest investments in a particular portfolio company, and where a Fund and another Client cumulatively hold more interests in a portfolio company than buyers are willing to purchase, the Adviser will have to allocate the divestment opportunity amongst the relevant Clients. Where such considerations prevent a Fund from fully realizing an investment opportunity at an attractive price, a Fund’s returns with respect to such investment will be lower than they would have otherwise been if no future realization event offering equal or greater returns is identified. If additional capital is necessary as a result of financial or other difficulties of a portfolio company, or to finance growth or other opportunities, a Fund may or may not provide such additional capital, and if provided the Fund will supply such additional capital in such amounts, if any, as determined by the Adviser. In the event a Fund is unable to fund its share of additional capital (e.g., in the event the Fund does not have sufficient available capital), another Client

may fund a disproportionate share of such amount. In such event, such Client will gain greater exposure to such investment than may have been intended and the Fund will be diluted in such investment. The returns of such Fund and such Client may be negatively impacted as a result of the foregoing. Investments by more than one Client in a portfolio company raise the risk of the Adviser using assets of a Fund to support positions taken by other Clients, or that a Fund may remain passive in a situation in which it is entitled to vote. There may be differences in timing of entry into, or exit from, a portfolio company for reasons such as differences in strategy, existing portfolio or liquidity needs. These variations in timing may be detrimental to a Fund. There can be no assurance that the return of a Fund would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. As mentioned above, the situation may arise where a Fund holds an interest in one part of a company’s capital structure while another Client holds an interest in another. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals and other interests with respect to a portfolio company. In the event that such investments are made by a Fund, the interests of the Fund will at times conflict with the interest of such other Client (particularly in the case of financial distress of such portfolio company), with such conflicting interests and/or investment objectives including the structuring of, or exercise of rights with respect to, investment transactions and the time frame for and method of exiting the investment. Decisions taken by another Client (which are expected to be managed by the same, or substantially the same, individuals at the Adviser or one of its affiliates) in these circumstances to further its interests may be adverse to the interests of a Fund. For example, a Fund could acquire a significant equity stake in a company whose debt securities are already held by another Client. As a creditor of the company, the Client holding debt could take actions, consistent with its obligations to maximize the return to its investors, that would be adverse to the interests of a Fund holding more junior securities. The Client holding debt, for instance, could cause the acceleration of the portfolio company’s debt or exercise other rights it has that could precipitate a sharp decline in the value of the equity held by a Fund. The Client holding debt would be under no obligation to take any action or refrain from taking any action to prevent or mitigate any losses by the Fund. In addition, the involvement of such persons at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, such Fund and such Client may be prohibited from exercising voting or other rights, and may be subject to claims by other creditors with respect to the subordination of their interest. In the event that a Client has a controlling or significantly influential position in a portfolio company, it will have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, such controlling Client is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may, at

times, be in direct conflict with another Client if the Client has invested in the same portfolio company but does not have the same level of control or influence over the portfolio company. A Fund may sell down an interest in its portfolio companies to co-investors. The Adviser may charge (or may decide not to charge) a co-investor interest costs for the time period between the closing of such Fund’s investment in a portfolio company to the date of the transfer of interests in such portfolio company to the applicable co-investor. The Funds and the other Clients will, from time to time, enter into equity commitment arrangements whereby, subject to any applicable documentation, a Fund agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase equity securities in a transaction. Furthermore, in certain instances a Fund will also enter into (i) limited guarantee arrangements whereby, subject to any applicable documentation, the Fund agrees that if a transaction with respect to a potential portfolio company is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination” or similar fee to the seller and (ii) full guarantee arrangements where a Fund and other Clients agree to close a transaction even if the debt financing for such transaction is not available or has not been funded. Co-investment vehicles are generally not direct parties to the equity commitment arrangements or limited guarantees and, in any event, generally do not, to the maximum extent permitted by applicable law, bear reverse termination fees. Therefore, in the unlikely event that a co-investment vehicle defaults on an arrangement with a Fund to pay its proportionate share of the equity purchase price (if any) or such an arrangement does not exist, the Fund would be held responsible for the entire equity purchase price or other applicable obligations. The application of a Fund’s Offering Documents and the Adviser’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Clients in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure), and, as such, there may be a degree of variation and potential inconsistencies in the manner in which potential or actual conflicts are addressed. Follow-On Investments Investments to finance follow-on acquisitions may present conflicts of interest, including determination of the equity component and other terms of the new financing as well as the allocation of the investment opportunities in the case of follow-on investments by a Fund in a portfolio company in which another Client has invested. In addition, a Fund may participate in re-leveraging and recapitalization transactions involving portfolio companies in which another Client has already invested or will invest. Conflicts of interest arise, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Furthermore, a conflict of interest also arises because a Client that participates in a follow-on investment in a portfolio company held by a Fund will benefit from the initial

evaluation, investigation and due diligence undertaken by the Adviser on behalf of a Fund and from operational or other information about such portfolio company acquired from the Fund’s ownership of interests in the portfolio company. In such circumstances, such benefitting Client or Clients will not be required to reimburse such Fund for expenses incurred in connection with researching such investment. An investment by a Fund in a portfolio company in which another Client invests at a later stage may be made at a higher or lower valuation than the investment in such portfolio company by such other Client and an investment by one or more other Clients in any such portfolio company may dilute the Fund’s interest in such portfolio company. Fund Level Borrowing The Funds will, from time to time, borrow funds or enter into other financing arrangements for various reasons, including to make or facilitate new or follow-on investments (including borrowings pending receipt of capital contributions from the Funds’ investors), to make payments under hedging transactions, or to cover any shortfall resulting from an investor’s default or exclusion. If a Fund borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be generally used for all investors in the Fund on a pro-rata basis, including the Fund’s general partner. To the extent a Fund uses borrowed funds in advance or in lieu of capital contributions, the Fund’s investors generally will later make corresponding capital contributions, but the Fund will bear the expense of interest on such borrowed funds. As a result, a Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and will likely make net IRR calculations higher than such calculations otherwise would be without Fund-level borrowing as these calculations generally depend on the amount and timing of capital contributions. There is no limitation on how long Fund-level borrowings can remain outstanding. It is expected that the interest will accrue on any such outstanding borrowings at a lower rate than any preferred return, which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made to the relevant Fund. Thus, while a Fund will bear the expense of borrowed funds, such borrowings can also increase the carried interest received by the Fund’s carried interest recipient by decreasing the amount of distributions from such Fund that are required to be made to the Fund’s investors in satisfaction of the preferred return. A Fund’s general partner therefore has a conflict of interest in deciding whether to borrow funds because the carried interest recipient may receive disproportionate benefits from such borrowings. Furthermore, the use of Fund-level borrowing for investment purposes are treated as invested capital when relevant for the purposes of calculating a Fund’s management fee. Therefore, investors pay management fees on borrowed amounts used to fund an investment even though such amounts would not accrue a preferred return as described above. In addition, the batching of capital calls may amplify the magnitude of potential defaults by investors in the Funds as a result of there being fewer but larger capital calls. To the extent a subscription facility is due upon demand by a lender (such as upon an event of default or otherwise), such a demand may be issued at an inopportune time at which liquidity is generally

constrained, potentially resulting in greater defaults as a result of such liquidity constraints and/or investors facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. Moreover, the existence of a subscription facility may impair an investor’s ability to transfer its interest in the Fund as a result of restrictions imposed on such transfers by the lender. Borrowing by a Fund will generally be secured by capital subscriptions made by the Fund’s investors to the Fund and/or by the Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of investors may be subordinated to such Fund-level borrowing. Moreover, tax-exempt investors should note that the use of borrowings by a Fund may cause the realization of UBTI. The Funds may also utilize credit facilities to benefit co-investment parties prior to selling down to a co-investor. For example, the Funds could borrow to fund a co-investment party’s pro rata share of an investment or expenses related to an investment. While each Fund expects that each party (including each Fund’s general partner and any co-investment party) will bear its pro rata share of the related interest and expenses allocable to the extension of credit, the Fund would bear all of the credit risk associated with the credit facility. The use of Fund-level borrowings will differ based on available credit facility capacity and contractual terms applicable to each Fund and each such credit facility. Therefore, as the subscription credit facilities utilized by the Funds may have different terms, while the Funds may be invested in the same investment, and while the valuation of such investment would be consistently determined pursuant to the Offering Documents, the investment return can, in certain circumstances, differ among the Funds as a result. Such Fund-level borrowing subjects investors in the Funds to risks and costs. For example, because amounts borrowed under a credit facility will likely be secured by pledges of the Funds’ general partners’ right to call capital from its investors and, in certain circumstances, can also be secured by other assets of a Fund, a lender could foreclose on the pledged collateral, including a Fund’s right to call capital from investors and, only if applicable pursuant to a pledge of other assets of the Fund, the Fund’s investments, if the Fund fails to repay the amounts borrowed under a credit facility or experiences another event of default. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Fund and its investors or impose additional obligations on them. For example, certain lenders or facilities may impose restrictions on the Fund’s general partner’s ability to consent to the transfer of an investor’s interest in such Fund or impose concentration or other limits on the Fund’s investments, and/or financial or other covenants, that could affect the implementation of the Fund’s investment strategy. In addition, in order to secure the credit facility, the Funds’ general partners are permitted to request certain financial information and other documentation from investors to share with lenders. The general partners will have significant discretion in negotiating the terms of any credit facility and reserve the right to agree to terms that are not the most favorable to one or all investors.

Distributions In Kind to The Funds’ General Partners The limited partnership agreement of each Fund permits the Fund’s general partner to cause the Fund to distribute some or all of such general partner’s share of securities resulting from an investment disposition by the Fund to its general partner or its affiliates (including managing directors, officers, employees and other similar personnel) in kind, while disposing of the investors’ share of such securities and distributing the net cash proceeds of such sale of securities to the investors. When a Fund’s general partner and its affiliates receive securities in kind and investors receive a share of cash proceeds, a Fund’s general partner or any carried interest recipient will receive such securities before investors’ share of such securities are sold and net cash proceeds are distributed. A Fund’s general partner therefore calculates such allocation of shares based on its own estimates. To the extent such estimates are ultimately inaccurate, the general partner or any carried interest recipient could receive more or fewer shares than it is entitled to receive, and the general partner will determine in its sole discretion any adjustment that may be made with respect thereto. In addition, the process of estimating and distributing securities in kind to the Fund’s general partner or carried interest recipient can, and sometimes will, result in a delay of the sale of the securities allocable to a Fund’s investors and ultimately result in a less favorable sale price for such securities, reducing the proceeds distributed to the investors. A Fund’s general partner is particularly incentivized to receive distributions in kind of securities that it expects to increase in value, and in cases where the increase eventuates, if the Fund’s investors received cash distributions instead of in kind distributions, the investors will be denied the benefits of that increase had such Fund retained the securities, and its general partner or any carried interest recipient will receive more value from the securities than it would have had its carried interest been paid in cash. A Fund’s general partner or any carried interest recipient may from time to time also elect to receive its carried interest in the form of an in kind distribution of securities of a portfolio company for, among other reasons, permitting one or more personnel of such general partner to donate such securities to charity (which may include private foundations, fund or other charities so chosen by such personnel). Any tax efficiencies to such personnel associated with this form of charitable giving may have the effect of reinforcing or enhancing a Fund’s general partner’s incentives otherwise resulting from the existence of its carried interest, and therefore the general partner may have a conflict of interest in making decisions on behalf of that Fund (including, for instance, the timing of disposition of investments). The Internal Revenue Code of 1986, as amended, may also give a Fund’s general partner an incentive to distribute securities in kind, rather than selling them and distributing the proceeds. In certain instances, the valuation of in kind distributions to all investors, including for purposes of calculating carried interest to a Fund’s general partner or any carried interest recipient, will be based on a lag and will not be valued as of the date such distribution is declared (such date, the “Declaration Date”); however, unless otherwise provided in such Fund’s limited partnership agreement or any applicable side letter, when the Fund’s general partner determines to make a distribution in kind only to itself or to any carried interest recipient, carried interest is generally determined based on the net sales price such Fund’s investors received when the securities are sold. Subject to a Fund’s limited partnership agreement and any applicable side letter, the Fund’s

general partner generally has the sole power to choose whether to make in kind distributions to all investors, to make in kind distributions only to itself or to sell the security and not distribute in kind to any investor. Accordingly, if the value of an investment has been decreasing, a Fund’s general partner has an incentive to effect an in kind distribution to all investors to obtain a higher valuation and a higher carried interest, as opposed to an in kind distribution solely to itself, and such determination is in the sole discretion of that general partner. In addition, investors may not receive the distributed securities until a date following the applicable Declaration Date due to operational or other requirements or practical considerations. Accordingly, the value of such securities may differ, or decrease, among the valuation date(s), the declaration date and the date such securities are actually received by a Fund’s investors. A Fund’s general partner is subject to additional conflicts of interest with respect to in kind distributions. For example, each general partner has an incentive to distribute securities in kind when there are liquidity constraints or other restrictions on sale that do not apply to a distribution in kind. A Fund’s general partner also has an incentive to distribute securities in kind where doing so would be advantageous to such general partner for tax purposes. These incentives lead those general partners to favor in kind distributions under certain circumstances. As stated above, it is in each Fund’s general partner’s sole discretion whether to declare a distribution in kind, and to whom to declare a distribution in kind. A Fund’s general partners will factor in its own interests in making these decisions regarding distributions in kind, and may exercise this discretion in ways that are inconsistent over time and from time to time. In the event a Fund’s general partner, or its affiliates, receive distributions in kind from an investment disposition, such general partner will generally act in its own interest with respect to its share of securities and may determine to sell the distributed securities (which may include selling its securities prior to the time at which the investor sells its distributed securities), hold on to the distributed securities for such time as that general partner shall determine or distribute such securities to its direct and indirect partners. A Fund’s general partner’s direct or indirect partners will exercise independent control over such securities once received, and may hold, manage or dispose of such securities as they see fit, subject to any applicable laws or contractual obligations. The ability of a Fund’s general partner, and in some cases, investment personnel of the Adviser, to act in its own interest with respect to such distributed shares creates a conflict of interest between such general partner or affiliates and their investment personnel, in their advisory role to a Fund, and a Fund to the extent that the Fund continues to hold interests in the same securities. Conflicts Related to Parallel Funds A Fund’s general partner may establish one or more parallel funds (“Parallel Funds”) to invest alongside a Fund for different categories of investors in order to facilitate investment by such investors for tax, legal, regulatory, or other similar reasons. Each Parallel Fund is expected to invest pro rata with its Fund in each investment or commitment, based on aggregate available capital, except to the extent any such Parallel Fund is excluded from such investments for tax, legal, regulatory, or other similar reasons. Each Fund’s general partner intends to conduct the affairs of any other Parallel Fund that such general partner may in the future create in a manner

so as to address certain considerations relevant to limited partners in such Parallel Fund (subject to specific considerations and exceptions set forth in the partnership agreement of such Parallel Fund), which may include a Parallel Fund making certain investments directly or indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Due to these factors, investors in the Funds may bear a disproportionate amount of losses attributable to such offered investments or realize a gain at the time of the sale to any Parallel Fund. Providers of Operations Support The Adviser may engage or retain certain persons, whether as an employee, consultant or on any other basis, to provide advice with respect to the identification of opportunities to improve the operating performance of an actual or prospective portfolio company and for assistance with the implementation of actions seeking to realize on any such opportunities, as determined in the sole discretion of each Fund’s general partner (the “Operating Partners”). In addition to the Operating Partners and Long Path professionals comprising the Adviser, the Funds and/or the portfolio companies may from time to time employ or retain third parties to provide operational support, due diligence, research, sourcing, specialized operations and consulting services and similar or related services to, or in connection with, the Funds or one or more portfolio companies or prospective portfolio companies in relation to the identification, acquisition, holding, improvement and disposition of such portfolio companies. Such providers may include employees of portfolio companies of the Clients, third-party consultants (including specialized consultants, advisers, industry specialists, external executives, and industry advisory roundtable members) or senior advisors. Additionally, such providers may be subsequently employed by the Adviser. The services provided by Operating Partners and such other employees and professionals may be high level insight or extensive day-to-day roles, and may include support to the Adviser, each respective Fund’s general partner or portfolio companies regarding, among other things, portfolio company management (including serving in management positions or participating in determining corporate strategy), portfolio company supply chain, revenue and margin management, data intelligence, finance (including generating metrics and reporting and business restructuring), human capital management (including recruiting personnel and determining executive/incentive compensation), information technology, corporate communications, customer service, sustainability (including, strategy, policy and reporting development), real estate matters and similar operational matters. In certain cases, they provide a Fund’s general partner and/or the Adviser with industry-specific insights and feedback on investment themes, assist in transaction due diligence and make introductions to and provide reference checks on management teams. In other cases, they may take on more extensive roles and serve as executives or directors on the boards of portfolio companies or contribute to the origination of new investment opportunities. The nature of the relationship with each such provider and the time devotion requirements of each such provider may vary significantly, and the arrangements may be negotiated individually or memorialized in a formal written agreement.

Operating Partners and other providers may be offered the ability to co-invest alongside the Clients, including in investments in which such provider is involved or participates in the management thereof. Additionally, Operating Partners and other providers may participate in equity plans for management of a portfolio company, and such co-investment and/or participation may have the effect of reducing the amount invested by the Funds in any investment. Fees and expenses associated with Operating Partners and other providers will typically be paid and/or reimbursed by portfolio companies and/or the Funds; provided, however, that whenever appropriate and/or practicable, as determined in the sole discretion of each Fund’s general partner, such general partner may seek to have any such fees and expenses borne by one or more actual or prospective portfolio companies. Such fees and expenses will be determined at the discretion of such Fund’s general partner taking into account the particular services to be performed, and may include an annual fee or retainer, a discretionary bonus, a profits or equity interest in a Fund and/or portfolio company or other incentive-based compensation. Such fees and expenses will not be included in the determination of the Portfolio Fee offset and to the extent such providers are compensated directly by Long Path or its affiliates, any reimbursement to Long Path by an actual or prospective portfolio company or the Funds will not be considered a Portfolio Fee. Because such costs and expenses are paid for by actual or prospective portfolio companies and/or the Funds or, if incurred by the Adviser, are reimbursed by actual or prospective portfolio companies and/or the Funds, the Adviser may not necessarily seek out the lowest cost options when incurring (or causing the actual or prospective portfolio companies or the Funds to incur) such expenses. The Adviser believes any such potential conflicts of interest are mitigated by the quality, availability or other benefits to be realized from the services to be provided. There can be no assurance that any of the providers will continue to serve in such roles and/or continue their arrangements with the Adviser, the Funds and/or any portfolio companies throughout the terms of the Funds. Business with and among Portfolio Companies and Investors and Prospective Investors There may be situations where the Adviser is in the position of recommending services of a portfolio company of a Fund or another Client to other portfolio companies of such Fund, which may involve fees, commissions, servicing payments and/or discounts to the Adviser, an affiliate, or a portfolio company. The Adviser will generally have a conflict of interest in making such recommendations, in that the Adviser has an incentive to maintain goodwill between it and the existing and prospective portfolio companies of a Fund or any other Client, while the products or services recommended may not necessarily be the best available to the portfolio companies held by such Fund. The benefits received by a portfolio company providing a service may be greater than those received by a Fund and its portfolio companies receiving the service. The Adviser generally has an incentive to recommend the products or services of certain investors or prospective investors in the Funds, certain third parties, or their related businesses to the Funds or their portfolio companies for use or purchase, even though the products or

services recommended may not necessarily be the best available to the Funds or the portfolio companies. Portfolio companies controlled by the Funds may provide services to certain Fund investors or prospective investors. This creates a conflict of interest, as the Adviser has an incentive to cause the portfolio company to favor itself or those investors or prospective investors relative to other portfolio company clients or customers in terms of pricing or otherwise, which could adversely affect the portfolio company’s profitability to a Fund. Additionally, the portfolio company could recommend to its clients or customers that they invest in a Fund. Current and former officers and executives of portfolio companies may also invest in the Funds. While the Adviser believes this aligns portfolio company management teams with the best interests of the Funds, the Adviser may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio company in order to maintain the goodwill with such portfolio company management team investor. In addition, certain portfolio companies controlled by another Client may engage in activities that could adversely affect the Funds and/or their portfolio company. In certain instances, a portfolio company of a Fund may compete with, be a customer of, or be a service provider to, another portfolio company of such Fund or a portfolio company of another Client. In providing advice to a portfolio company, the Adviser may consider the interests of one portfolio company or a Client and is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies or Clients. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by the Adviser to a portfolio company of a Fund or another Client may have adverse consequences to a separate portfolio company owned by such Fund or other Client. The performance and operations of a competitor, customer or service provider portfolio company could conflict with, and adversely affect the performance and operations of another portfolio company, or could adversely affect prices, business opportunities or potential acquisition opportunities. For instance, a portfolio company may seek to expand its market share at the expense of another portfolio company, withdraw business from another portfolio company in favor of another company offering the same product or service at a lower price, increase its own prices, purchase assets from, or sell assets to, another portfolio company, commence litigation against another portfolio company, or prevent one portfolio company from commencing litigation against another portfolio company. From time to time, a Fund’s portfolio company may be a counterparty or participant in agreements, transactions or other arrangements with other portfolio companies of the Fund or other Clients. Any of such agreements, transactions and other arrangements could involve payment of fees and other amounts, none of which would result in any offset to the management fee, and are generally entered into without the consent or direct involvement of a Fund and/or the Adviser or the consent of such Fund’s Advisory Committee, if any. The Adviser and/or its affiliates may engage in business opportunities arising from a Fund’s investment in a portfolio company (for example, without limitation, entering into a joint venture with a portfolio company or making a proprietary investment in a portfolio company). This

creates a conflict of interest, as such interests are a benefit arising from a Fund’s investment and may vary from the Fund’s interest (e.g., whether to make a follow-on investment and, if so, how much should be allocated to the Fund). In addition, the Adviser may cause a Fund to transact with a portfolio company or another Client, including purchasing an asset from, or selling an asset to, a portfolio company. This creates a conflict of interest as the interests of the purchasing or selling fund differ from those of the counterparty portfolio company. A Fund’s portfolio companies may be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other Clients that, although the Adviser determines to be consistent with the requirements of a Fund’s limited partnership agreement, may not have otherwise been entered into but for the affiliation with the Adviser and which may provide economic or other benefits to the Adviser or its affiliates that are not subject to the management fee offset provisions described therein. For example, the Adviser has in the past, and may in the future cause portfolio companies to enter into agreements regarding group procurement (which may depend on the volume of services purchased under these agreements and which may be pooled across multiple portfolio companies and discounted due to scale), benefits management, data management and/or mining, technology development, purchase or title and/or other insurance policy (which may be pooled across multiple portfolio companies and discounted to scale) and other similar operational initiatives that may result in fees, better pricing, rebates, servicing payments, commissions or similar payments and/or discounts being paid to the Adviser, its affiliates or a portfolio company, including related to a portion of the savings achieved by the portfolio company. While the Adviser may have a conflict of interest because its economic benefit may incentivize the Adviser to maintain such arrangements, the Adviser believes that such agreements benefit the portfolio companies due to increased access to quality products and services at beneficial pricing and the Adviser’s benefits from such arrangements are reduced because the Adviser only benefits on at the same rate as the portfolio companies. However, it should not be assumed that a company related to, or otherwise affiliated with the Adviser will only take actions that are beneficial to, or not opposed to, the interests of the Fund and its portfolio companies. Employees of the Adviser may serve as directors of portfolio companies. While conflicts of interest may arise in the event that such employee’s fiduciary duties as a director conflict with those of a Fund, it is expected that the interests will generally be aligned. For instance, such positions could impair the ability of a Fund to sell the securities of an issuer in the event a director receives material non-public information by virtue of his or her role, which would have an adverse effect on such Fund. Furthermore, Adviser personnel serving as a director to a portfolio company in certain cases owes a fiduciary duty to the portfolio company, on the one hand, and a Fund, on the other hand, and such Adviser personnel may be in a position where they must make a decision that is either not in the best interest of the Fund, or is not in the best interest of the portfolio company.

Certain members of a Fund’s advisory committee may be officers or directors of, or otherwise affiliated with, investors in another client. A Fund’s general partner may, from time to time utilize the services of investors and their affiliates on an arm’s length basis with commercially reasonable terms, as it deems appropriate. The Adviser has in the past and may, from time to time, hire part-time or full-time employees (including interns) who are relatives of, or are otherwise associated with an investor, portfolio company, former portfolio company, investment target, or service provider. Although the Adviser uses reasonable care to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee the Adviser can control all such conflicts of interest and there may be a continuing appearance of a conflict of interest (including, for instance, preferential hiring practices). While less common, from time to time a Fund could hold an investment in a different layer of the capital structure than such Fund’s investor or another party with which the Adviser has a material relationship, in which case the Adviser could have an incentive to cause such Fund or the portfolio company to offer more favorable terms to such parties (including, for instance, financing arrangements). In certain situations, a Fund may invest in a portfolio company in which its investor or the investor of other Clients directly or indirectly holds an interest or otherwise derives a financial or other benefit. While not generally anticipated to occur, such transactions create a conflict of interest because the Adviser may have an incentive to cause a Fund to make an investment in such a portfolio company and/or to structure the terms of such investment in a manner that is believed to strengthen and/or cultivate relationships that may provide benefits to current or future Clients and/or the Adviser and as a result, such conflicts of interest could affect the negotiations of the terms of the investment. To the extent such a transaction arises, the Adviser believes that the economic arrangement of the Adviser and its affiliates (e.g., the carried interest that it would receive) and the requirement that the personnel of the Adviser have exposure to such portfolio companies through their commitment to invest in such portfolio companies, mitigate this conflict. The Adviser has in the past, and may from time to time in the future, caused a Fund or another Client to invest in a portfolio company in which an employee of the Adviser (or a family member of such employee) directly or indirectly holds an interest or otherwise derives a financial or other benefit. Such transactions create a conflict of interest because the Adviser may have an incentive to cause a Fund to make an investment in such a portfolio company and/or to structure the terms of such investment in a manner that is beneficial to the Adviser’s employee and as a result, such conflicts of interest could affect the determination to make the investment and the negotiations of the terms of the investment. Additionally, Adviser personnel may invest in funds or other entities managed by a Fund’s investors, which could incentivize such Adviser personnel to afford those investors preferential or favored treatment, such as, for example, increased access to co-investment opportunities, and

could create conflicts of interest to the extent such other funds compete with a Fund for investment opportunities or invest in competing portfolio companies. Employees of the Adviser serve as directors, or observers on boards with respect to, certain portfolio companies. While conflicts of interest may arise in the event that such employee’s fiduciary duties as a director conflict with those of a Fund, it expected that they will be aligned. In addition, to the extent an employee serves as a director on the board of more than one portfolio company, such employees’ fiduciary duties among the two portfolio companies may create a conflict of interest. Decisions made by a director may subject the Adviser, its affiliate or a Fund to claims they would not otherwise be subject as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In addition, employees of the Adviser may leave the employment of the Adviser and become an officer, employee or consultant of a portfolio company, which will shift the burden of compensating such persons from the Adviser to the applicable portfolio companies, and any fees received by such persons as an officer, employee or consultant of the portfolio company will not reduce the management fee. From time to time, employees of the Adviser may be asked to serve as directors of, or observers with respect to, certain entities in which a Fund has fully exited its ownership interest and/or following the termination of such employee’s employment with the Adviser. In such circumstances, any compensation or fees received with respect to such exited investment and/or by such former employee is not subject to any management fee offset, or otherwise shared with a Fund and/or investors. In addition, the Adviser may continue to receive other fees from a portfolio company after a Fund has fully exited its ownership interest (for instance, in respect of consulting arrangements or group purchasing arrangements). In such circumstances, any fees received with respect to such exited investment are not subject to any management fee offset, or otherwise shared with a Fund and/or its investors. In connection with co-investment opportunities, some co-investors (which may include one of more investors in a Fund) are provided with the opportunity to serve on the board of directors or board of advisors of the applicable portfolio company. Positions on boards of directors or boards of advisors of such portfolio companies provide such co-investors with voting rights, access to information and the ability to potentially influence the operations and decision-making of the portfolio company that are not available to other investors in a Fund. In certain cases, coinvestors have contractual rights that require the approval of the co-investors for certain major actions relating to the applicable portfolio company, such as a sale of the company or the issuance of additional equity by the company. Such rights may limit the ability of the Adviser to take actions with respect to the portfolio company that the Adviser considers to be in the best interest of a Fund.

Service Providers Services required by Funds (including some services historically provided by the Adviser to the Funds) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of the Adviser. This can create a conflict of interest because the Adviser has an incentive to outsource such services at the expense of the Fund to, among other things, leverage the use of Adviser personnel. Such services may include, without limitation, deal sourcing, information technology, license software, depository, data processing, client relations, administration, custodial, accounting, legal and tax support and other similar services. The Adviser will only select a service provider to the extent the Adviser determines that doing so is appropriate for a Fund or the portfolio company given all surrounding facts and circumstances and is consistent with the Adviser’s responsibilities under applicable law; provided, that the Adviser may not necessarily seek out the lowest cost option when engaging such service providers as other factors or considerations may prevail over cost. Outsourcing may not occur universally for all Clients and accordingly, certain costs may be incurred by a Fund for a third-party service provider that are not incurred for comparable services by other Clients. The decision by the Adviser to initially perform a service for a Fund in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider in the future, and the Adviser has no obligation to inform a Fund or its investors of such a change. Such services may also supplement or be performed alongside services performed by the Adviser. The costs and expenses of any such third-party service providers will be borne by the relevant Funds. The Adviser and/or its affiliates may engage certain service providers to provide services to the Adviser, the Funds and/or the portfolio companies, including services during the due diligence and acquisition process. Such service providers or their affiliates are, in certain circumstances, a Fund’s investors or investors of other Clients and may include, for example, investment or commercial bankers, outside legal counsel, pension consultants and/or other investors who provide services (including mezzanine and/or other lending arrangements). The engagement of any such service provider may be concurrent with an investors admission to a Fund, or during the term of such investor’s investment in such Fund. This creates a conflict of interest, as the Adviser may give such investor preferred economics or other terms with respect to its investment in the Fund, enhanced information or may have an incentive to offer such investor Co-Investment Opportunities that it would not otherwise offer to such investor. Although the Adviser selects service providers that it believes will enhance portfolio company performance (and, in turn, the performance of a Fund), there is a possibility that the Adviser may favor such retention or continuation because of its own (or a related party’s) interests even if a better price and/or quality of service could be obtained from another person. The Adviser will have a conflict of interest with a Fund in recommending the retention or continuation of a service provider to a Fund or a portfolio company because of its financial or other business interest, such as its belief that the service provider will continue to invest in a Fund or a Client or will provide other services that are beneficial to the Adviser.

Former Adviser employees may also become employees, officers or directors of, or otherwise be engaged by, third-party service providers that provide services to the Adviser, the Funds and/or portfolio companies. While employed by the Adviser, the cost of the compensation, benefits and attributable overhead provided to these individuals are, except as permitted by each Fund’s limited partnership agreement, paid by the Adviser. If a former Adviser employee becomes an employee, officer or director, or is otherwise engaged by, a third party that also provides services to a Fund, such former Adviser employee may be assigned by such third party to provide services to that account. In such instance, the cost of the third-party service provider attributable to the former Adviser employee working on a Fund will be borne entirely by such Fund and no such amounts will reduce the management fee paid or the carried interest distributed by a Fund on the basis that such person used to be a former Adviser employee. Additionally, the Adviser may, in its discretion, recommend to a Fund or to a portfolio company thereof (in response to a solicitation for a recommendation or otherwise) that it contract for services with (i) the Adviser or a related person of the Adviser (including but not limited to a portfolio company of a Fund) or (ii) an entity with which the Adviser, its affiliates or a member of their personnel or their family members or relatives has a relationship or from which the Adviser, its affiliates or their personnel or their family members or relatives otherwise derives financial or other benefit (e.g. through ownership, employment or other interest). These relationships that the Adviser may have with a service provider can influence the Adviser in determining whether to select, or recommend such service provider to perform services for a Fund or a portfolio company. The Adviser or its affiliates and service providers often charge varying amounts or may have different fee arrangements for different types of services provided. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required and the time demands of the service provider. As a result, to the extent the services required by the Adviser or its affiliates differ from those required by the Funds and/or its portfolio companies, the Adviser and its affiliates will pay different rates and fees than those paid by the Funds and/or its portfolio companies. The Adviser or its affiliates engage certain service providers (including law firms) on behalf of the Funds and personnel of such service provider may be seconded to the Adviser or its affiliates. Any management fees will not be offset or reduced as a result of these arrangements or any fees, expense reimbursements or other costs related thereto. In such circumstances, a conflict of interest exists because the Adviser or its affiliates have an incentive to select one service provider over another on the basis that the Adviser or its affiliates may receive the benefit of seconded employees from such service provider, particularly where the compensation and expenses for such personnel during the secondment is borne by the service provider and not the Adviser or its affiliates. The Adviser from time to time expects to cause the Funds to bear the full cost and expense of engaging certain third-party service providers on behalf of a portfolio company. In the event a Fund is not the sole shareholder of the portfolio company, other shareholders will benefit from

the costs incurred by the relevant Funds and will not reimburse the relevant Funds for their pro rata portion of the cost of any such service provider. Certain personnel of the Adviser or its affiliates may also be temporarily seconded to or otherwise engaged by certain portfolio companies on either a full-time or a part-time basis to provide services to such portfolio companies. In such instances, the portfolio companies will pay such person’s directors’ fees, salaries, consultant fees, other cash compensation, stock options, other equity grants or other compensation and incentives and may reimburse the Adviser or such persons for any travel costs or other out-of-pocket expenses incurred in connection with the provision of their services. The Adviser may also advance compensation to seconded employees and be subsequently reimbursed by the applicable portfolio companies. Any compensation customarily paid directly by the Adviser or its affiliates to such persons will typically be reduced to reflect amounts paid directly or indirectly by the portfolio company even though the management fee paid or carried interest distributed by a Fund to the Adviser will not be reduced. Any amounts paid to such persons by a portfolio company (or paid by the Adviser and reimbursed by a portfolio company) will not reduce the management fee otherwise payable to the Adviser or any carried interest otherwise payable to the Adviser or its affiliates. All or a portion of any such compensation and incentives will be borne by the Funds, directly or indirectly, via its ownership interest in such portfolio company. In certain instances, whether an individual who provides services to a portfolio company should be categorized as an Operating Partner, an employee of the Adviser, a former employee of the Adviser or a seconded employee may not be clear. In such cases, the Adviser will experience a conflict of interest in making a determination in good faith based on an evaluation of the facts and circumstances, though there can be no assurance that such determination would be favorable to the Funds. Other Potential Conflicts The Funds’ limited partnership agreements permit the Funds’ general partners to elect to treat one or more unrealized investments as having been realized for purposes of allocating distribution proceeds between the Fund’s investors and the general partner. If a Fund’s general partner makes such an election in advance of its Fund making a distribution in respect of which the general partner would have received carried interest, such election will cause the investors in such Fund to receive a return of their capital contributions earlier than they would have absent such election. While the carried interest recipient will as a result defer its entitlement to carried interest, the general partner has an incentive to make such an election because accelerating the return of capital contributions to the investors will reduce the total portion of net profits distributed to the investors in respect of any hard hurdle. As a result, such Fund’s general partner will be entitled to carried interest with respect to a larger portion of overall net profits. The Funds are likely to, from time to time, enter into borrowing arrangements that require each Fund to be jointly and severally liable for the obligations. If another Client defaults on such arrangement, the respective Fund will be held responsible for the defaulted amount. The Adviser and the Funds will generally engage common legal counsel and other advisers in a particular transaction, including a transaction in which there may be conflicts of interest (e.g.,

cross transactions and other affiliated transactions). Members of the law firms engaged to represent the Funds may be investors in the Funds, and may also represent one or more portfolio companies or investors in the Funds. In the event of a significant dispute or divergence of interest between Funds, the Adviser and/or its affiliates, the parties may engage separate counsel in the sole discretion of the Adviser and its affiliates, and in litigation and other circumstances separate representation may be required. Additionally, the Adviser and the Funds and the portfolio companies of the Funds may engage other common service providers. In certain circumstances, the service provider may charge varying rates or engage in different arrangements for services provided to the Adviser, the Funds, and/or the portfolio companies. While the Adviser often does not have visibility or influence regarding advantageous service rates or arrangements, there will be situations in which the Adviser receives more favorable service rates or arrangements than the Funds or its portfolio companies. This may result in the Adviser receiving a more favorable rate on services provided to it by such a common service provider than those payable by the Funds and/or the portfolio company, or the Adviser receiving a discount on services even though the Funds and/or the portfolio companies receive a lesser, or no, discount. This creates a conflict of interest between the Adviser, on the one hand, and the Funds and/or portfolio companies, on the other hand, in determining whether to engage such service providers, including the possibility that the Adviser will favor the engagement or continued engagement of such persons if it receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by the Funds and/or the portfolio companies. The Adviser and its personnel may, from time to time, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Funds, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Funds expenses may result in “miles” or “points” or credit in loyalty/status programs to the Adviser and/or its personnel, and such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit the Adviser and/or such personnel even though the cost of the underlying service is being borne by the Fund, its investors and/or the portfolio companies. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with the Funds, the Funds’ investors and/or the portfolio companies. In addition, airline travel incurred as a Fund expense for an Adviser personnel member travelling for appropriate Fund-related purposes (including, without limitation, travel related to a portfolio company, a prospective portfolio company or other Fund-related matter) may benefit such Adviser personnel to the extent the trip also serves a personal purpose. The Funds may create a platform for acquiring companies in a particular industry for the purpose of creating synergies across, and adding value to, such companies (e.g., merging companies together to create economies of scale or running certain companies in a coordinated manner). In such instances, a holding company (“Holding Company”) would generally be created that would acquire and manage the companies in the platform. The investments in the Holding Company may be managed together (including, for example, the use of common service providers, combined and/or otherwise sold together as part of a single transaction or series of

related transactions). The Holding Company would be staffed with personnel responsible for sourcing, acquiring and managing companies for the Holding Company. In certain circumstances, such Holding Company employees may include former employees of the Adviser, or current or former Operating Partners. All of the Holding Company’s costs and expenses, initial or ongoing and for any purpose, including compensation for its personnel, (which compensation may include, among other things, salary, benefits, retainers and the granting of profit participation in certain investments of Holding Company and/or a capital interest in such investments or the underlying assets), overhead expenses (including, without limitation, rent, property taxes and utilities allocable to the workspaces) and all expenses related to sourcing would be borne by the Holding Company (and, therefore, indirectly borne by the Funds). Such costs and expenses will not offset any management fees and are in addition to management fees and other compensation (e.g., carried interest) received by the Adviser or its affiliates. In addition, as the Adviser or its affiliates earns management fees and carried interest from the Funds, the Adviser or its affiliates will benefit from the assets, income and gains of Holding Company. Employees of the Adviser from time to time buy securities and hold interests as passive investors in other investment vehicles (including private equity funds, venture capital funds, hedge funds, real estate funds and other similar investment vehicles) which may include potential competitors of the Funds and other Clients (including investments for purposes of sourcing future investment opportunities). In the event Adviser personnel make an investment with the intent to source future investments for a Fund, there is a greater likelihood that the Fund will make investments in the same portfolio companies in which Adviser personnel hold an interest. A Fund may invest in companies in which such other investment vehicles invest, which raises a conflict of interest in that the Adviser may have an incentive to make an investment that supports the existing investment of the other investment vehicle. In addition, the Adviser may compete against, or engage in business with (i.e., through co-investments and joint ventures) other investment advisers with which the Adviser or its employees have a relationship or from which the Adviser or its employees otherwise derives financial or other benefit or may invest in the investment vehicles managed by such investment advisers. In particular, certain employees of the Adviser have family members that are employed by other investment advisers, including competitors of the Adviser. Such relationships create a conflict of interest because they can influence the Adviser in determining whether to transact with such other adviser. In addition, to the extent Adviser personnel receive material non-public information regarding an issuer in connection with investments made or to be made by the other investment adviser, a Fund could be restricted in its investment activities with respect to such issuer. Adviser personnel have family members that are actively involved in industries and sectors in which a Fund invests or has business, personal, financial or other relationships with companies in such industries and sectors (including service providers described below) or other industries, which gives rise to conflicts of interest. For example, such family members might be officers, directors, personnel or owners of companies which are actual or potential investments of such Fund or other counterparties of the Fund and the portfolio companies. Moreover, in certain instances, a Fund or the portfolio companies may purchase or sell companies or assets from or

to, or otherwise transact with companies that are owned by such family members or in respect of which such family members have other involvement. A Fund is not precluded from undertaking any of these investment activities or transactions. The Adviser expects that it will cause the Funds and one or more other Clients to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Clients, the applicable general partner, the Adviser and/or their respective directors, officers, employees, agents, representatives, members of the advisory committee and other indemnified parties, against liability in connection with the activities of the Clients. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by the Adviser that cover one or more Clients and/or the Adviser (including their respective directors, officers, employees, agents, representatives, members of the advisory committee and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Clients, and/or the Adviser on a fair and reasonable basis, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in a Client bearing less (or more) premiums, fees, costs and expenses for insurance policies. The Adviser may, from time to time, require, cause or invite a Fund and/or a portfolio company to make contributions to charitable initiatives, or other non-profit organizations that the Adviser believes could, directly or indirectly, enhance the value of such Fund’s investments, assist in completing an acquisition of a portfolio company or other transaction (whether or not documented at the time of such acquisition or transaction) or otherwise serve a business purpose for, or be beneficial to, a Fund or its portfolio company. Such contributions could be designed to benefit employees of a portfolio company, the community in which a portfolio company operates or a charitable cause essential to, or consistent with, the business purpose of a portfolio company. In certain instances, such charitable initiatives could be sponsored by, affiliated with or related to current or former employees of the Adviser, portfolio company management teams, advisors, service providers, vendors, joint venture partners, and/or other persons or organizations associated with the Adviser, the Funds or the portfolio companies. These relationships could influence the Adviser’s decision whether to require, cause or invite the Funds or the portfolio companies to make charitable contributions. Further, from time to time, such charitable contributions by a Fund or the portfolio companies could supplement or replace charitable contributions that the Adviser would have otherwise made. Also, in certain instances, the Adviser may, from time to time, select a service provider or other counterparty to a Fund or their investments based, in part, on the charitable initiatives of such person where the Adviser believes such charitable initiatives could, directly or indirectly, enhance the value of such Fund’s investments or otherwise be beneficial to the portfolio companies.

For example, such terms and conditions may provide for special rights to make future investments in a Fund, other investment vehicles or managed accounts; special redemption rights, including those relating to frequency or notice; a waiver or rebate in fees or redemption penalties to be paid by the limited partner or shareholder and/or other terms; rights to receive reports from the partnership on a more frequent basis or that include information not provided to other limited partners or shareholders (including, without limitation, more detailed information regarding portfolio positions) and such other rights as may be negotiated by the partnership or fund and such limited partners or shareholders. The modifications are solely at the discretion of each Fund and may, among other things, be based on the size of the limited partner’s or shareholder's investment in the Fund or affiliated investment entity, an agreement by a limited partner or shareholder to maintain such investment in the Fund for a significant period of time, or other similar commitment by a limited partner or shareholder to the Fund. The Adviser does not have any other affiliations with persons and entities in the financial industry.

See below for further provisions of the Code as they relate to the preclearing and reporting of securities transactions by the Adviser’s supervised persons. The Adviser and its supervised persons may give and/or receive gifts, services or other items to/from any person or entity that does business with or potentially could conduct business with or on behalf of the Adviser. The Adviser has adopted policies and procedures governing gifts

and business entertainment, which includes quarterly disclosure of gifts and business entertainment in excess of certain de minimis thresholds and preclearance by the Compliance Officer prior to giving/receiving gifts above a certain de minimis threshold. The Adviser, or its related persons, in the course of their investment management and other activities (e.g., board or creditor committee service), may come into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of Clients. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a Client. The Adviser maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that the Adviser is meeting its obligations to its Clients and remains in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but the Adviser will be prohibited from communicating such information to the Client or using such information for the Client’s benefit. In such circumstances, the Adviser will have no responsibility or liability to the Client for not disclosing such information to the Client (or the fact that the Adviser possesses such information), or not using such information for the Client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. In addition, the Adviser or its access persons may invest in the same securities (or related securities, e.g., warrants, options or futures) that the Adviser or an access person recommends to Clients. The Adviser or its access persons may trade in a particular security in a manner that is the same as, different from, or even opposite to the trading activity undertaken by the Adviser on behalf of its Clients with respect to that same security. Such practices present a conflict when, because of the information an Adviser has, the Adviser or its access persons are in a position to trade in a manner that could adversely affect the Adviser’s Clients (e.g., place their own trades before or after Client trades are executed in order to benefit from any price movements due to the Clients’ trades). In addition to affecting the Adviser’s or its access person’s objectivity, these practices by the Adviser or its access persons may also harm Clients by adversely affecting the price at which the Clients’ trades are executed. The Adviser has adopted the following procedures in an effort to minimize such conflicts: the Adviser requires its access persons to preclear limited offerings and initial public offerings in their personal accounts with the Compliance Officer, who may deny permission to execute the transaction if such transaction will have any adverse economic impact on one of its Clients. In addition, the Adviser’s Code prohibits the Adviser or its access persons from executing personal securities transactions of any kind in any securities on a restricted securities list maintained by the Compliance Officer absent the Compliance Officer’s prior approval. All of the Adviser’s access persons are required to disclose their securities transactions on a quarterly basis. In addition, the Adviser’s access persons are required to disclose the holdings in their personal accounts upon commencement of employment with the Adviser and on an annual basis thereafter. The Adviser’s access persons are required to provide monthly or quarterly brokerage statements.

Trading in the personal accounts of the Adviser’s supervised persons are reviewed by the Compliance Officer and compared with transactions for Client accounts. The Adviser generally does not engage in trading for its own account in the normal course. However, the Adviser has in the past and may in the future, from time to time, establish investment accounts that are comprised primarily of internal capital (including investment professionals and other employees) in order to evaluate a possible investment strategy. The strategy employed for such an account may be similar and/or dissimilar to the investment strategies that the Adviser employs for its Clients. As a result, the transactions and portfolio strategy employed for such an account could affect the prices and availability of the securities and other financial instruments in which Clients invest. In addition, such activities may give rise to conflicts of interest, including the potential incentive for the Adviser and its investment personnel to favor such proprietary accounts over Client accounts, including without limitation, with respect to allocation of investments, time and attention. The Adviser seeks to apply the same allocation and other procedures as Client accounts, including as described in Item 6 and in this Item 11 in connection with such activities. To the extent that the Adviser or a related person or any personnel of the Adviser own securities that the Adviser or its related persons also recommends to Clients, such Clients’ proxies will be voted according to predetermined guidelines rather than subject to the Adviser’s (or its related person’s) discretion. Please refer to Item 17 for further information regarding the Adviser’s proxy voting policy and procedures. The Adviser does not apply the preclearance policies included in the Code to the proprietary accounts comprised of internal capital described above. Further, the Adviser’s related persons may, and currently do, invest in private funds managed by the Adviser. Such investments pose a risk that the Adviser or individuals who are in a position to control the allocation of investment opportunities to the Adviser’s Client accounts will favor those private funds in which the Adviser’s related persons invest, particularly in the case of limited opportunities (such as initial public offerings and private placements) or other investments that are otherwise subject to limited capacity. The Adviser’s procedures require the objective allocation for limited opportunities to ensure fair allocation among accounts. The Adviser’s related persons have access to information that is not available to other investors in such private funds.

charged by other broker-dealers. Long Path will not receive any portion of the brokerage commissions and/or transaction fees charged to Clients. The brokerage commissions and/or transaction fees charged by any Broker are exclusive of, and in addition to, Long Path’s management fee. Although the commissions paid by Long Path’s Clients will comply with Long Path’s duty to obtain best execution, a Client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction where Long Path determines, in good faith, that the commission is reasonable in relation to the value of the brokerage and research services received. In selecting brokers or dealers to execute transactions, Long Path need not solicit competitive bids and does not have an obligation to seek the lowest available commission mark-up or other cost. It is not Long Path’s practice to negotiate “execution only” commission rates, thus Clients may be deemed to be paying for research, brokerage or other services provided by the broker, which are included in the commission rate. Long Path will periodically evaluate the execution performance of Brokers executing its transactions. The Adviser receives research or other products or services other than execution from a brokerdealer in connection with Client securities transactions. This is known as a “soft dollar” relationship. The Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Exchange Act (“Section 28(e)”). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. When the Adviser uses Client commissions to obtain Section 28(e) eligible research and brokerage products and services, certain personnel of the Adviser periodically review and evaluate its soft dollar practices and determine in good faith whether, with respect to any research or other products or services received from a broker-dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker-dealer. This determination will

be viewed in terms of either the specific transaction or the Adviser’s overall responsibilities to the accounts or portfolios over which the Adviser exercises investment discretion. The use of Client commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, the Adviser will not have to pay for the products and services itself. This creates an incentive for the Adviser to select or recommend a broker-dealer based on its interest in receiving those products and services. The Adviser may cause Clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for Clients. During the Adviser’s last fiscal year, as a result of Client brokerage commissions (or markups or markdowns), the Adviser and/or its related persons acquired data services (including services providing real time exchange data, market data, company financial data and economic data); software providing analysis of securities portfolios; software that provides trade analytics and trading strategies; software used to transmit orders; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; expert networks; research reports (including market research); certain financial newsletters and trade journals; and services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between the Adviser and a broker-dealer and other relevant parties such as custodians). The Adviser often purchases or sells the same security for more than one Client at or near the same time and using the same executing broker. It is the Adviser's practice, where appropriate, to aggregate Client orders for the purchase or sale of the same security submitted at or near the same time for execution using the same executing broker. The Adviser will generally also aggregate in the same transaction, the same securities for accounts where the Adviser has brokerage discretion. Such aggregation may enable the Adviser to obtain for Clients a more favorable price or a better commission rate based upon the volume of a particular transaction. The Adviser may not include a Client account in an aggregated order in certain circumstances, including: (i) when the Client has placed a trading or investment restriction on the account precluding the account from participating in an aggregated order; (ii) when the Client’s order will be bunched with a proprietary account’s order, if such aggregation is reasonably believed not to be in the best interest of the Client account; or (iii) the account is subject to trade away fees charged by the custodian for using a broker other than the custodian to execute securities transactions and the Adviser determines that the imposition of such fees for participating in the aggregated order is disproportionate relative to the value of participating in the aggregated order. In addition, in such circumstances where it is believed that aggregation is not in the best interest of a Client account, the proprietary account will trade after the Client account, if appropriate under the circumstances and given the strategy for the proprietary account. In cases where the Client has negotiated the commission rate directly with the broker, the Adviser will not be able to obtain more favorable commission rates based on an aggregated trade. In such cases, the Client will be precluded from receiving the benefit of any possible

commission discounts that might otherwise be available as a result of the aggregated trade. In cases where trading or investment restrictions are placed on a Client's account, the Adviser may be precluded from aggregating that Client's transaction with others. In such a case, the Client may pay a higher commission rate and/or receive less favorable prices than Clients who are able to participate in an aggregated order. If the order at a particular broker is filled at several different prices, through multiple trades, generally all such participating accounts will receive the average price and pay the average commission, subject to odd lots, rounding, and market practice. To the extent an order is priceaveraged, a Client account participating in the trade may pay a higher price than if the Adviser did not aggregate the order. If an aggregated order is only partially filled, the Adviser's procedures provide that the securities or proceeds are to be allocated in a manner deemed fair to Clients.

Allocations will be made among Client accounts eligible to participate in initial public offerings (“IPOs”) and secondary offerings on a pro rata basis, except when the Adviser determines in its discretion that a pro rata allocation is not appropriate, which may include a Client’s investment guidelines explicitly prohibiting participation in IPOs or secondary offerings and a Client’s status as a “restricted person” under applicable regulations. To the extent the Adviser has authority, pursuant to the investment management agreement or other governing documents of a Client account, to participate in class action claims (each, a “Claim”) it will do so on a case-by-case basis. Once the Adviser receives a Claim, the Adviser will determine whether any Clients or former Clients of the Adviser owned the security during the period covered by the Claim. Appropriate personnel of the Adviser will determine whether they agree with the basis of the Claim and whether or not to participate in the Claim depending upon (i) the nature of the Claim; (ii) prospects for recovery; (iii) resources required to pursue the Claim; (iv) other relevant factors pertaining to the particular Claim; and (v) any other factors that the Adviser deems relevant. The Adviser may provide certain Clients or investors in a Fund with the opportunity to co-invest in certain investments to which the Adviser has access. Participation in such opportunities may be limited to a select number of Clients or investors based on the Adviser’s consideration of factors, including but not limited to: (i) whether the potential co-investor has expressed an interest in participating in co-investment opportunities; (ii) the Adviser’s evaluation of the potential coinvestor’s size and financial resources; (iii) the ability of the potential co-investor to expeditiously participate in the investment opportunity without harming or otherwise prejudicing the other Clients participating; (iv) the Adviser’s perception of whether the investment opportunity may subject the potential co-investor to legal, regulatory or other burdens that make it less likely that the potential co-investor would accept the investment opportunity; (v) whether the Adviser believes that allocating the investment opportunity to a potential co-investor will help establish, recognize or strengthen relationships that may provide indirectly longer-term benefits to current or future Clients or to the Adviser; (vi) any confidentiality concerns the Adviser has that may arise in connection with providing the potential co-investor with specific information regarding an investment opportunity in order to allow it to evaluate the opportunity; and (vii) other factors deemed relevant by the Adviser. Co-investment opportunities may not be available to all of the Adviser’s Clients or investors.

The Adviser will abstain from voting or affirmatively decide not to vote if the Adviser determines that abstention or not voting is in the best interests of the Client. In making this determination, the Adviser will consider various factors, including, but not limited to, (i) the costs associated with exercising the proxy (e.g., translation or travel costs); and (ii) any legal restrictions on trading resulting from the exercise of a proxy. The Adviser may determine not to vote proxies relating to securities in which Clients have no position as of the receipt of the proxy (for example, when the Adviser has sold, or has otherwise closed, a Client position after the proxy record date but before the proxy receipt date). If a material conflict of interest between the Adviser and a Client exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the Client or take some other appropriate action. Clients or prospective Clients may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted a Client’s proxies by contacting JP Adams, the Adviser’s Chief Compliance Officer, by e-mail at jp@longpathpartners.com or by telephone at (203) 883-1967.